This is my responsibility!
by Arrexu
Summary: Basically... my take on what season 3 of spectacular spiderman should have been with elements of ultimate spiderman, the amazing spiderman the Avengers and the X-Men. Ps. Spider-Mans abilities will be trained and be all time better.
1. Chapter 1: prologue

_IMPORTANT AUTHOR NOTICE!_  
The name's Arrexu. Pleasure to meet you humble reader.  
(Play the YouTube vid whilst reading this btw^.^)

 _Word count: 9083_

I may be a bit late with a fanfic about the spectacular Spider-Man...  
Yh... for those who wonders why it's because spectacular spiderman started 9-almost 10- years ago in 2008. It was my absolute Favourite cartoon as a kid... still am (a kid I mean) But the "Ultimate" version was damm right awesome in 2012. So I decided to mix them.  
Spidey has a sad life in the original version which are, the comics (of course) He even has a sad life in SSM (Spectacular Spider-Man) unlike in USM (Ultimate Spider-Man) where he leads a delightfully normal life... well as normal as a teenage superhero can lead. There wasn't a lot of romance though and I'll rectify that. Let's be honest now... Spidey deserves a great life, not the tragedies that befell him ever since 1963. That's why a lot of people loves "Ultimate Spider-Man"

I'm also adding my own arcs so that those who watched both series can keep up with my game and stay interested. It's been so long since I've watched SSM that I actually forgot about it. The only reason I remembered it, is because a certain black cat crossed my path. Did you all know that in some regions, Black cats are supposed to give luck. So consider you readers lucky, for Black cat is about to cross your path and introduce to you... a new world and adventures of Spider-Man.

Btw... MJ and Felicia and Liz and Heck... every other love interest of Spider-Man are bad girlfriends... so for you shy boys out there... ignore those popular girls at school and wait for the time when the correct girl graces your presence. **Well... all of'em are bad except for Gwen Stacy maybe even Liz.** (Maybe some are Nice ^.^)  
And for you girls out there... I'm not in the position to say things to you readers but... please don't go dating for fun(or yes you should)... like MJ did in the comics... poor Peter... deserves better T^T.

(That's just meant as a jk ok? No hard feelings kay? Kay!?)

Lil question for those more knowledgeable. How many genetically enhanced, radioactive, super spiders existed in the movieverse of Spiderman? Some say 15 with one dying as it bit Peter Parker cause of radiation and stuff. In the Amazing Spider-Man (TASM) there were like.. rows upon rows of them.

"Human talking"

'Human thinking'

XXX= line break

Disclaimer:  
I don't own SSM and USM, cause if I did... there would be 3 more seasons for SSM and MJ or White Tiger would be together with Spider-Man in USM. I just own the plot. Oh and to be sure, I don't own elements of TASM.

Oh... and P.s.  
As far as visualizing the characters go... just think about USM characters designs. (Last season, cause the animation in the 4th season was very awesome)

PPS.  
I just can't see double **D (Daredevil) together with Black cat. Sorry to** those that ship them but... I just can't. For those that want to see some Felicia action then this is the right fanfic for you... but DD is a big no, he'll be making an appearance but no DD x Black cat. **(Cause they made out in the comics and Spidey didn't do crap.) All he said was "so this is my devil counterpart" or something like that.** And yes... I know **that it was a sort of... one-time thing.**

PPPS.  
I hate those **that made black cat so... slutty.** And yes... that's basically saying "I hate Stan Lee" and other authors who do it.

PPPPS.  
When this "*time freeze*" comes at any point in the fanfic, then consider it Peter breaking the fourth wall. Like in Ultimate Spiderman kay?

PPPPPS.  
This is Mature content so I'm allowed to write that (Slutty). And another quick question... assuming you made it to the very end of this Author Note.

Who ships Nova and MJ?

It was a rainy day in New York City. What annoys Peter Parker is as to why it's raining. Sure a man important to Peters best friend -Harry Osborn- died but that doesn't mean the heavens should weep for him. He was a prime organizer, Power hungry, crappy Dad to Harry... Oh and let's not forget that he's the Green Goblin. The man died honorless, dreamless and bat-shit-crazy. Peter Parker will Never forget the man's sinister laughter as he threw pumpkin bombs at him.

Peter looks away from Norman Osborn's grave. He was a brown haired 15-year-old High-school kid with romance problems. He naturally wore all black with a matching black umbrella shielding him from the pouring rain. He was the last one standing in front of Osborn's grave. In fact... he watched as Gwen Stacy, the love of his life, walk away with his best friend Harry Osborn hand in hand.

That might not be weird since they're in fact... a couple. But Gwen herself told Peter that she loved him. Of course, as the goody two shoes they are, decided too first break up with their current partners to get together. Peter held his end of the bargain, leaving one -Elizabeth Allen- heartbroken.

But Gwen didn't.

Of course, he knew Osborn guilt tripped her into thinking that she's the only one left that stops him from going drugs _(globulin green)_ on Spider-Man... (which I tell you... is dang nasty)  
You see.. one Harry Osborn thinks that Spider-Man is the reason his father died -which was not so farfetched- which is also the reason why he hates him with a passion. In fact, Peter is incredibly guilty for it. And as the good girl Gwen is, she decided to continue and be Harry's girlfriend.

But still... (1)

XXX

Peter is mindlessly walking around NYC, as if in a daze. His guilt for not being able to help Norman that day was pushing his mentality to the test.  
'It's all my fault... I could've tried harder! But... it was either me or him... he said so himself! Besides... he would've ruled NYC in my absence. With Crime lords like L. Thompson Lincoln aka. Tombstone, Doc Oc. and Silvermane gone... that would've been like taking a kids sucker.' He thought. He felt slightly better after thinking about all the bad guys he sent behind bars. And he was only 6 months into his carrier. Only to lower his head, depressed. 'That still isn't an excuse... people think I killed him and I bet 'JJJ' (aka. J. Jonah Jameson. Peters boss at the daily bugle) is maniacally laughing on his desk right about now.' He sighed.

Peter finally paid attention to where he was going. He looked around and what he saw shocked him enough to drop his umbrella, letting the rain mercilessly pour on him. Not seeing the spider that's crawling up his leg.

'This is... this is...' Peter thought horrified. In fact. .. he looked like he'd just seen Gwen call rhino smart. 'This is exactly the spot where Ben died.'  
Peter remembered that day as clearly as Pepper (actually Virginia) Potts seeing Happy (tony's assistant aka. Harold Hogan) in speedos.

It was late at night at about 10:30. Peter was blown off by the cashier guy. _"You need to sign the formula"_ he said. _"Otherwise,_ _I_ _just keep the money"_ he said. Peter just didn't want people to know his identity... otherwise, what's the point of the mask? Peter could still remember what he said afterwards. He mumbled a small "...but I won" soooo unlike that time when he said it with more anger.

 _"Not my problem kid"_

Yes, he could still remember what happened afterwards. The man was mugged and the thief was running towards him... it was the only way out after all. The cashier guy screamed at Peter to stop him. He knew Peter could, he'd seen him beat the strongest pro-wrestlers there after all. The spider was now at his waist. If you looked close enough, you'd see that it was pitch black and had a red hourglass on its abdomen. What happened next is what made Peter visibly cringe. A tear trailed down Peters' face. He didn't bother wiping it away as it was raining anyway. He remembered sidestepping and letting the thief pass. The spider was crawling up his back.

 _'What are you doing! Stop him!"_

"...Not my problem" Peter quietly mumbled. Yes... he remembered saying that same phrase to the cashier guy. ... all because he was angry. And what happened next... was history.

Say all you want but...  
'Ben Parker's death... was all my fault' Peter fell to his knees... and openly cried. Peter never felt so weak before in his life. The spider made it to his neck and fell inside because of the heavy rain.  
Not when flash bullied him.  
Not when Gwen was kidnapped for like... countless times.  
Not when Aunt may looked at him in disapproval.  
Heck! Not when he faced off all the other supervillains combined. ...and yes. That includes the Green Goblin. Peter basically just relived his worst nightmare. Then the spider bit him. It was probably afraid of the cramped place between his skin and clothes. Add that with his stressful and lonely life...

He fell unconscious.

XXX

Peter was back to his normal clothes.. this time though, he was floating in the abyss. Making a ball off himself, _Peter_ _cried and whimpered like a kicked dog._

 _'What should_ _I_ _do...' Peter sobbed pathetically_

 _'Someone help me... please' the answer he got was silence._

 _'Uncle_ _Ben_ _...'_

 _Then there was a blindingly white light_

.

.

"Peter..." a familiar voice said quietly. But said boy didn't want to listen to it... he just wanted to disappear... and repent for his incapability.

"Peter Benjamin Parker" The voice said with a proud and loud voice. This time Peter could clearly hear it. His heart raced. 'No it can't be!' Peter raised his head.  
He gasped.  
He was in a very familiar room, sitting on a very familiar couch. But that wasn't the most shocking thing as he vaguely remembers falling unconscious on the street. For right in front of him (or sitting beside him at the couch) was Ben Parker... his Uncle.

"Uncle Ben?... is... is that you?" Peter asked in a shaky voice. The man just smiled and nodded. Peter smiled and cried tears of joy. He went in for the hug. Ben graciously accepted him. The man kept hearing Peter mumble 18 silent whispers of "... I'm sorry" quickly nearing the 30's. Ben just shushed his nephew. "Look at what you've become Peter. ." Peter looked down in shame, awaiting his look of disapproval when he looked up from his position on his Uncle's chest. "A strong young man that's smart and is humble" Peter looked up to his Uncle in shock. "But... but I'm the reason you died... Uncle... and...and Norman. ." Ben interrupted him fairly quickly. "Do you remember my last words to you Peter?"

How could he forget... it's his life motto... it's like a broken recorder replaying that statement over and over again. And it's his drive for being Spider-Man.  
"With great Power..." Peter started.

"...Comes great responsibility" they both finished.

Peter smiled and calmed down. He let go of his Uncle and leaned back. Trying to see if it was really him. And it was. He smiled. "Walking in the past and thinking about 'What if's' and 'what could've been' isn't something you should do... Peter. It Blinds you... you know why?" Peter shook his head no. Ben smiled. "Because seeing behind you makes you unable to see the road ahead of you. Being in the past makes you unable to see the Future. Live in your present Peter." Peter looked at him, still uncertain. "But what If I mess up...like all the other times... Uncle Ben... I.. I have nothing left except Spider-Man and aunt may"

Ben frowned a bit, but he quickly smiled it away. "Listen... Peter. I know it's incredibly hard for you right now. But one day... things will look up for you. Everyone tumbles down at least once in their life. And that's perfectly fine, for the real question is whether you have the will to stand back up and walk again or to just... give up and take the easy way out. All you have to do is to believe in yourself and make the right decisions..." Ben was interrupted before he could finish. "And if I make the wrong decisions? Because of me, Liz's brother turned to a living volcano... now he's in jail and I just broke up with her... she's all alone. Oh and MJ? She may possibly just lost her boyfriend. Now Eddie's a lunatic and Norman. ... Norman is dead. Then there's Harry. And then there's the Black Cat."

It was silent after his outburst. "What do you have in common with them and the supervillains Peter?" Peter looked shocked... he and his friends absolutely... didn't have anything in common with those super villains. "They're all Human...with some having powers... just like you.. but what you have and they don't is...?" Peter instantly knew the answer.

"Responsibility"

"That's my boy. You became this cities hero... Peter, whether they like it or not. They just don't know it yet. You held yourself responsible for every crime that's been going on in NYC, you took down every super villain... By yourself! You even sent Crime Lords behind bars and then some! You saved your friends when they needed it, you saved faceless people in NYC that may or may not be thankful later on but you still didn't demand for anything.  
You even took responsibility for aunt may and helped pay the taxes."

Ben took a deep breath.

"So you see Peter..." the environment turned white again, freaking Peter out, but not Ben, he just kept talking.

"All those super villains, all those crime lords, all those grudges these people have on you..." slowly, every single foe Peter had faced in the past were seen in the distance. His costume was creeping up to him starting from his toes and slowly moving its way upwards.

"See them Peter... They are your responsibility!" Ben boomed as Peter's Spider-Man suit covered him halfway through his whole body.

"If you can do good things for other people, you have a moral obligation to do those things. That is what's at stake here. Not choice. Responsibility. Now... go get'em spider!" Peter smiled as he's costume completely covered him.

"Now... which of you creeps want a piece of me? Urgh Kraven... did you shower in dog urine, or is that your regular shampoo? Hey Flint! What did I tell you about taking a bath? Too wet for your sand you call skin or something? Oh, and don't you fly away from me again beaky." Peter went right after them whilst thinking that his last joke was kinda bad... even for him. Meh, they'll have to live with it. He grinned

"Oh and Peter..." Ben said in a serious tone. Peter listened closely to what he has to say.

"Go get me and May some grand-babies we can spoil" Ben smiled.

Peter blushed... hard.

"UNCLE BEN!"

The last thing he heard was his boisterous laughter. He smiled a teary smile before all he saw was white again.

'This is not the end... nor a continuation... this... is just the beginning'

XXX

Peter groaned as he opened his eyes. Slowly waking up from his peaceful sleep. Adjusting to the brightness of it all, Peter checked his surroundings. 'White walls..? Check. Box room? Check. One window? Double check. Yup... hospital' Peter sat up, enjoying his time here... not. Seriously, this place is worse than jail. He clearly remembered what happened. He wasn't sure what exactly that was. An Illusion? Godsend? Who cares. He got to meet Ben again. 'Oh Uncle Ben... bless your wonderful soul... and once again... Thank you for everything.'

That's when he heard the door creaking. And in came Aunt May. "Oh my lord...Peter! You're awake! Thank goodness! What happened? Did someone attack you? The doc said that you were twitching on your bed while having cramps here and there!" As the woman fussed, Peter just happily smiled. He told her that he fainted out of stress with school and work (not to mention his hero and romantic life and that weird pinch he felt on his neck) Yes...this was his responsibility. Peter quickly hugged his Aunt and kissed her lovingly on the cheek. "Let's go home for now ok... Aunt May?" The woman smiled in relief and nodded her consent. The last Parker's left the hospital to go back home. Peter put a hand on his neck, wondering what happened just then.

XXX

Peter was currently in the basement, trying to figure out ways to improve his webbing and if possible, upgrade his suit. The reason why... is because the police had a major breakout to prevent and he wasn't there. Apparently, he was unconscious for about 5 days. Even he was surprised. 'J. Jonah Jerk-face is soooo gonna antagonize Spider-Man after this' Peter thought. Welp, back to his webbing. He realized that he needed to be stronger than before... so strong, that even Green Goblin will think thrice before fighting him... not that he was ever coming back.

He didn't have many results in his experiments. Stronger webbing but not stretchable. Good shooters, but bad for swinging. Maybe he should call those 'Impact webbing'. They're strong enough to break bones after all. Then there were small and thin ones but we're nevertheless, durable. Maybe he could make a parachute out of something similar or maybe even a wingsuit. He just needs to have the right materials for it. Peter started to think... Now, where can he get materials for cheap.

'Wait... didn't Connors leave for Florida and abandoned his lab?' Peter smiled. That would do. He donned his civvies and went over to ESU labs. The place where it all began. Well... it was moved to a warehouse near the docs so... not really where it all began but y'all get what I'm trying to say.  
Peter entered the room where he was bitten. This place brought back so many memories. So many good ones. Like him and Gwen acting all geeky when they knew they were visiting the lab. But old memories isn't why he came here for. Peter looked around the Lab, searching for tools. He eventually found usable stuff. Now... the only thing he needs is a Power source or a strong battery so that he could work here. Can't use a computer without electricity after all. Talking about electricity... 'where is electro?' You would think that a man made of electricity would attack New York the day he left prison. 'And whatever happened to Mark Allen aka. Molten Man and Liz Allen's Brother.'

Peter couldn't help but be nervous. Crime's starting all over again. He's got to stop them. For now, he'll let the police do their stuff. The thugs around NYC are easy enough for the NYPD to handle. As much as it pains him to not go on his nightly patrols, he'd be more useful when he wasn't getting beat up by the sinister 6. The supervillains didn't make their move yet, so Spidey would lay low and bid his time. 'Besides...' Peter thought. Looking at the abandoned lab. 'I got work to do'

XXX

It was 4 months later where the next exciting event happened in Peter's life. For one, he was back at the lab. He did some exploring around the lab about 3 or so months ago. He thought he killed it... but apparently, it survived... well kinda. Probably because a piece of it was laying forgotten inside a glass container for further evaluation. It was Venom. Peter didn't know why it suddenly got violent whenever he came near its field of... vision(?) (actually... he does) Not that the thing had eyes... but...you all get what I mean.

Sometimes he wondered if he should go black instead of the original red and blue. He even playfully talked to it once about bonding again... it didn't end well. Not that Venom got any closer to Peter or anything, but the thing started to act all violent and attacked the glass containing it. It almost seemed happy...

'What am I? Crazy? Did Norman actually managed to drug me in his final moments?...' After entertaining the idea of him -Peter Parker- going green and evil, Peter decided to just lay down and watch venom. The thing was acting up again.

He finished upgrading his suit this month... and it was fantastic. His new suit is now made of carbon fiber and Unstable Molecules bonded with Kevlar that makes it incredibly light but still durable enough to handle knives and most bullets of a handgun. It can also repair itself thanks to the Unstable Molecules similar to the Fantastic Four's suits. And Kevlar is said to be 5 times stronger than steel so ehh...why not? It was laying in the lab...rotting, so why not use it? Apparently, those Unstable Molecules stuff were a gift from _the_ Reed Richards... you know... the fantastic four's version of Luffy of one piece or what the press likes to call him, Mr. Fantastic. He also added a bit of rubber underneath with the majority being carbon-fiber. The rubber was just there to nullify Electro's electrical blasts to the point that they felt like a ticklish poke. The suit looked exactly like his old one, but his Spider insignia in the front and in the back has their back legs stretched down. The only thing he added was a hood. Yes, an actual hood! It was red on the outside with web motives and blue on the inside. Then there were his Web shooters. (2)

Oh how he loved them!

The shooters were now more advanced with some functions to help him out of some situations. Like a built-in Web grenade for when he would Web up grown men in a time frame close to an instant. He even managed to upgrade his webbing... not by much, but he was sure that even Venom would get a hard time trying to get out of it, considering, he let them dry for a few seconds...which he was sure he wouldn't if it comes down to it. The webs from his starting carrier would only dry after 30 seconds which wasn't quite effective, so he tried a new formula that would speed it up. He succeeded. His webbing can now dry in less than 5 seconds. These webs were meant for The Rhino who was strong yes, it also had the side effect of making him dumb too. 'Maybe he already was dumb?'  
So he wasn't really a threat before but better safe than sorry right. Of course there was more, like tasers but that's a story for another time. He was actually on his way to finishing his masterpiece and a little side object. Something he started working on 2 and a half months ago. But he was sure that it would take him more than just 2 months to make it actually worthwhile.

Peter sighed looking at venom.. "what to do what to do..." looking at Venom now made him actually feel at ease... unlike last time. Call him weird but the presence of this little thing was kinda ok for him. Peter sighed yet again. "I can't believe I'm doing this."  
Peter took a deep breath and started to talk... to venom of all things. "You know Venom...ever since you bonded with me and kinda messed up my mind and searched through my memories, I've been thinking and decided to lighten you're dark gloomy face-up" Peter quipped. "No reaction? Tough crowd..." he pouted. Absolutely no one ever laughed at his jokes and it annoyed him. "You see, it all started with me getting bullied at school..." telling his life story to a Symbiote was kinda sad, but it did relax his tense shoulders, hands, legs... Heck...his whole body. He told Venom about everything That's been going on at school, how he was bullied, how his love interest ditched him and about the stress he's been going through. Hey... he may not be doubtful of himself anymore but that doesn't mean he's not tired and stressed. After saying his part, Peter looked at the black Symbiote. It was oddly quiet and seemed to be... docile.

Peter then looked at his watch... only to see that it was 10:30!... he was supposed to be back home 30 minutes ago. "Crap! Aunt May's sooo~ gonna ground me!"

With that last scream and a final goodbye towards the black goo called Venom. Peter ran as fast as he could back home. 'At least it's summer vacations' Good thing too. God knows he needs some sleep.

XXX

The Next day, Peter went back to the abandoned lab right after breakfast. He was working on his new suit, his greatest invention yet.  
"Oh, I can't wait till I add this AI _(artificial intelligence)_ into my suit." Peter giggled like a school girl to Flash. Oh yeah... 'Eugene (Flash) Thompson... finally... a few weeks without him around would do my bruises good... but back to my AI'.

Peter had this crazy idea to install more than just Kevlar and rubber into his suit to give him a better edge against his many enemies but that's above his current budget... like way over the top. More like Tony Stark kind of budget to make the new suit... or at least an upgrade for it. He planned on putting this artificial intelligence in one of his Web shooters and attach earphones to it for very obvious reasons. Wouldn't want people to hear his AI now, would he? Peter sighed. That can wait for a while longer.

He took some much-needed rest while eating some lunch he bought. He looked at his lunch. One Hot dog. 'It seems that I need a new job. The income I have with JJ isn't enough. And the only reason I went there is because 1. Oscorp doesn't pay you... apparently 2. I need the money and 3. Stark Industries would endanger me. Sad... I really wanted to do something about science and get paid for it... meaning, the Baxter building is probably off the list cause of the current influx of new students' Peter just finished his Lunch and proceeded to lay down and relax.

He thought about all the remaining problems he has right now.

'Let's see... Harry is ... I dunno, acting all weird and Gwen is just...' Peter sighed. 'anyway... None of them are taking my calls. Mhm, I wonder why?  
Next up are the super-villains. It seems as if Silvermane, Tombstone and all the others in prison escaped. Last I heard, the Police got about 30% of the criminals back behind bars. Which leads me to the next Problem...' Peter sighed. If she just listened to him for a bit... then all of this wouldn't have happened.

'Cat...'

Peter closed his eyes, remembering the times he spent with that mischievous girl. He couldn't fault her though, she didn't know that Walter Hardy -her father- killed his Uncle. Peter was also 60 percent sure that she's the one that caused the outbreak in the first place. He sighed, Peter would make a very dumb decision and visit the one man that could tell him about the prison break without resulting to force... that is, if said prisoner still was where he should be. 'I think I'll explore the lab more to get my mind outside the gutter' Peter stood up and searched through the lab once again. Dr. Connors' lab was massive and not to mention very modern. It had more equipment on biochemicals than any Oscorp labs in use and that's saying something. 'The man really was a genius in cross-species genetics' But that's what probably led to many of Spider-Man's enemies.

Villains such as the Rhino, Sandman, Electro, Kraven... 'I'll make sure to shove a gene cleanser in that guy's mouth... he's dangerous as a human already, coming from a hunter family and all' Peter thought. Peter unconsciously walked towards the room where he was bitten while he thought about the stuff he would do against his enemies.

What he found was as expected. The spiders that were caged once upon a time, were no more. He sighed. Peter actually hoped that a few of them still existed. He kept walking around. 'Maybe I could still find their bodies' The search proved to be quite fruitful. He found 14 bodies... but none of them were the one that bit him... probably. The weird thing was that he always found them in groups of two. Peter put the 14 spiders on an operation table and proceeded to analyze them.

XXX

Peter was currently at a convenience store where he normally bought the ingredients for his Web fluid. He then went to the cashier guy after getting said ingredients.

"You know... I know what you're doing kid." Peter looked at him in shock. This further proved the man's point.

"What do you mean? Seriously... I have no idea what you're getting at."

"Do you take me for a dumbass? You've been buying the same thing at least once a month! Business must be booming since you've been here 5 times already. And that alone in this month!"

 _*time freeze*_

 _"Yeah... about that..." A chibi Peter is currently mixing different chemicals together and_ _stuffing_ _them_ _unto_ _his_ _Web_ _shooters whilst laughing lik_ _e a_ _madman. The results were... well~...you get the picture._ "Heh... you might be wondering how this **is possible... with me breaking the fourth wall** and all but who the hell cares? Just makes everything more fun"

 _*unfreeze*_

"Wha...?"

"Look, kid... I don't know what drugs you can possibly create..."

 _*time freeze*_

 _"Woah_ _Woah_ _Woah_ _. ..._ _Woah_ _! He Did not... just accuse me of Drug dealing?_ This is _hilarious! Don't you think? For a second_ _I_ _thought he knew_ _I_ _was Spider-Man"_

 _*unfreeze_ *

"What! Nooo! Of course not man! Do I look like a guy that could properly deal drugs?"

The man put a finger on his chin and _actually_ looked thoughtful.

He actually _looked_ thoughtful!

He then just sighed. "whatever lets you sleep at night kid." He said in a nonchalant tone. "Now, get out of here" Peter did just that and went back to the lab. On the way, he was still trying to contact Gwen or Harry but neither of them answered his calls. He sighed and looked for someone he could maybe call and talk to. He found MJ and Liz on his contact list. 'I need more friends' he thought plainly. 'Well MJ is at Mallorca and is enjoying her summer holidays and I wouldn't want to annoy her with my problems. ' He thought, thinking about MJ.  
'Liz would kill me with her voice alone so she's a big no' Peter sighed and put his phone away.

"This is totally how I want to spend my summer... not"

XXX

Peter sighed. It was the beginning of a new semester. 'Summer Holiday is over and I still didn't get a simple text from Gwen or Harry' Crime rates has skyrocketed in the last 3-4 months, which was something that made Peter cringe. He would love nothing more than to just whip up his suit and knock some poor sap in the face. And it didn't take a genius to realize that there's a 'but' missing in that sentence. 'But last I checked, they're only carjackers, muggers, drug dealers and more. Nothing that the police can't handle.' Peter thought. And as far as Peter knows... that's a bad sign. Every super villain Peter fought had made some sort of cease-fire.

'And that basically means that they're planning and preparing themselves for something big... how do they decipher such an event again? The calm before the storm?' So if they could prepare themselves then so could he. Peter sighed. That's the infamous Parker luck for yours truly. Last time it was a three-way gang war between crime lords. Good thing that Kingpin wasn't involved.

The Kingpin was a man Peter researched on intensively in the last few months. He got names such as Norman and Vanessa when he was in the more... darker parts of Manhattan. He basically entered bars, red light districts and clubs to gather info. The most interesting parts were those about Norman's Death and of course... the Kingpin of crime. But we'll get back to this on another day.

He was currently in his homeroom at school and was looking at his classmates. He knew almost all of them. 'Flash and his crew along with their cheerleaders and Liz. Other students who I share the bare minimum of classes. MJ... Gwen and Harry'

*time freeze*

"Woah! Time out time out!" Peter said forming a T with his arms. "Let's backtrack right now. Flash and his crew? Check. Liz and a few cheerleaders? Double check. MJ? Check with a plus for being my longtime friend. And~~~~~~~ Gwen and Harry" comically rubs eyes and stares. "Yes! It's them! I should go over and say hi... or~ nah. They look way to lovey Dovey over there for me to but in and play the third wheel" zooms to a chibi blond beauty and a red-haired spoiled dunce making out in front of the classrooms. Some even threw a few catcalls. (Fake! Made out in Pete's mind) "Mhm~ yep! Better stay here"

*unfreeze*

Peter sighed and looked outside the window, wishing some super villain would make his debut. But alas, Spider-Man's return isn't meant to be. It's been 5 whole months now since the Spider-Man has last appeared. And JJ is still reporting about him being the reason that crime rate's so high these days. Now, how unfair is that? 'It's gonna be a long day' Peter thought.

"Hey there tiger... what's up with dark and gloomy today? Seriously, you need to look at the more positive things in life!" Peter smiled at the redhead sitting next to him 'Same old MJ. Always knows what to say' Peter smiles fondly at the girl. "Hey there yourself MJ. By the way... what's up with the cam?" Peter chuckled. MJ raised a delicate eyebrow. "You know... I kind of expected you to have a cam underneath those sleeves of yours" the curvy redhead said whilst pointing at his sleeve. Peter smirked. 'Oh trust me, with that cam of yours... you definitely want to see what's underneath' he thought.

 _*time freeze*_

 _"Woah_ _Woah_ _Woah_ _. .. for you_ _nosebleedin_ _g_ _girls out there, no_ _.. just no._ _I_ _meant my spider suit" Peter grinned cheekily._

 _*unfreeze*_  
 _(3)_

"Well, I had an epiphany over the holidays and decided to take my life seriously! No going out with some 3rd rate boy or full-time relationships, so as you can guess... I'm a free agent till I'm 30" He couldn't believe it. _The_ MJ, his best friend, and the so-called 'party girl', just gave up her teenage life in favor of real-life work? Peter couldn't be any more proud at her. Still, he could feel some disappointment at the 'I'm a free agent' part.

"So... where do you wanna apply for photography then?" Peter asked. "Photography? Oh no! I'm aiming to be a reporter and journalist! And I plan to apply myself at the daily bugle" She said with a happy chirp. "And~~ what exactly are you gonna 'report' about" Peter asked confused.

"About Spiderman of course!"

"Spiderman!"

Peter shouted making the whole class look at him weirdly. "Eh hehe... There's nothing to see over here" and they went back to their own groups and talked idle chit chat. "But seriously now! Why Spiderman?" Peter asked MJ in a hushed tone that is borderline over silent shouting. "Well, I don't really believe for a second that he's a 'menace' of society. And some even say that he's dead." Peter looked astonished. "Dead?" He asked.

MJ nodded. "He saved my life before and he just didn't seem... evil. He also doesn't seem like a guy that would just die after I saw him happily swing away from the last time he appeared." She said, trying to think of ways to clear up the spider's name and to find out more about the Spider himself. "MJ listen...that's very nice of you actually... and quite dandy too but what exactly brought this up?" MJ sighed. "Well... Mark..."

"Well, Hello class. Please go back to your seats" said their History teacher.

 _*timefreeze*_

 _"Woah..._ _that's_ _not our History teacher. Unless he's a she and has red hair the same shade as MJ"_ _Peter_ _comically compared the two girls with a picture and somehow managed to fuse them together. "Perfect match" he said with a thumbs-up. "So unless her family name doesn't start with a_ _W_ _and_ _ends with an N, then I'll honestly bet money that she's MJ's long lost sister"_

 _*unfreeze*_

"Sorry tiger..." She said apologetically. "Let's talk this over at lunch?" Peter just opted to nod. He then saw Gwen two tables to his right. She was about to turn her head and look at him but Harry stood in her line of sight and took the seat between the two of them. 'This is going to be a long school day' Peter thought.

XXX

Peter groaned in relief. 'Finally... Lunch!' He then narrowed his eyes as he walked to the cafeteria. 'Mark eh. When and how did you show your face to MJ' Peter thought. He went to get his food and walked over to MJ who waved him towards her. They sat side by side as they began to eat in comfortable silence.

"So... what did you want to say earlier this morning? You mentioned Mark..." Peter elaborated as MJ swallowed her food before sighing. "Thing is, we met again at the airport which was kinda unexpected. I thought he was in jail, but then he said that he broke out and wanted to see me. Wanna know what he wanted?" Peter nodded in affirmation. "He wanted for us to be an Item! You know! Boyfriend, girlfriend stuff! I said no, I may have been interested in him before but now..." she said a bit disgusted at her self even if it's not been that long yet.  
"He then went crazy and pushed me and stuff and then made a fit about the stuff he did for me with the most recent being 'I came to the airport to see you off even!' And I was like, Dude no. If he'd went back to Liz instead then I would've at least tried a relationship." Rambled the Redhead.

"MJ no... I can't believe... well 'now' I can't believe that you of all people would consider dating a dude with a gambling addiction, before he became Molten Man!" Peter said, showing how displeased he was about it. "Hold on a sec! What do you mean 'now' I can't believe it? Are you implying that I would just date any guy I see!?" MJ was furious, to say the least. How could he?! Her best friend... to say that to her. Tears sprung up her face. "I... uhh MJ I... erm... I meant that..." Peter tried to salvage bits and pieces of their almost destroyed friendship if this goes wrong. But then he heard a snort... then giggling before he sees her wheezing in laughter and literally choking on her own spit. 'Huh, what's she laughing about?... Oh, you sly dog' Peter thought. "Hey wait a minute! That was all just an act!"

"Oh relax would you tiger, let me have some fun. And besides, you're completely right and I'm not exactly proud of it" She said with a remorseful grin. "Heh! I knew that!" Peter turned away while dramatically crossing his arms with a huff. "Pff! Yeah of course you do." they looked at each other and before long, started to laugh like an old married couple.

They left the cafeteria and went to science class with Peter not seeing Gwen's displeased frown at another table.

XXX

In an office far away from NYC, you can see a man hidden in the shadows whilst looking at his computer/hologram. Info's about a certain spider was laid out in front of him in many different holographic screens. On one screen was the first picture to have ever been taken of him, which was roughly over 5 months or so ago. On the second screen were Infos about where he's mostly been spotted. And on another, his abilities and track records. The one this man was focusing on the most though was the screen with the most pictures of Spider-Man.

The man came to the conclusion that Spider-Man could be found in either Brooklyn, parts of Queens with most sightings being in Manhattan. That's only known because of the webs that were photographed by some passersby who uploaded them on the Internet. It was just a matter of time before SHIELD found where the picture was shot. But really... that was the only thing known about Spider-Man as a whole. They should actually consider themselves lucky as that is the most useful information anybody... _anybody..._ has of the webhead. Anything else sounded far to superficial.

He has defeated a lot of villains over the past months which earned him a rogue gallery bigger than someone like Daredevil and a heck of a lot more than that new hot shot of the world, Iron man. The man sighed. The higher-ups -he snorted- ordered him to find out about who exactly spiderman is. The world council apparently wanted to know what's under the mask and see if he's a threat or not.

The man was actually bound to agree. Spider-Man is a wild card. He doesn't have anything about him. Be it motive, whereabouts, agendas or even a simple footage. Spider-Man always swings above cameras to avoid being seen as well as webbing them up till after a fight on the ground. 'Smart' Nick reluctantly accepted. He was dealing with something obviously more dangerous than Stark ever could. Nick scoffs. All you have to do to beat that guy is to destroy that pesky AI of his and his suit is all but forfeit. Spider-Man, on the other hand, is pure physical power and from what he'd seen from a few blurry videos, very agile and fast. It'd be a nightmare if Spider-Man was smart enough to gather resources while crime stats were rising and lowering. A shame that he couldn't send in a few agents. His best were on a mission and the others would make them seem like cannon fodder in Spider-Man's presence. But for now, he had a mission. And that's finding spiderman.

Nick Fury couldn't do anything about it though. His best available agent was suffering through false memories and a slight case of amnesia. He would be waiting till she recovered. Until then.

"Bring in the newbies Coulson"

"Yes, sir! Ms. Hill? Please call Luke cage, White Tiger, Iron Fist and Nova to facility 43"

The Head of the world's infamous organization SHIELD sighed as he looked at the villains that suddenly puffed into existence. Most of them with some sort of power... and all of those with power were in Spider-Man's rogue gallery. He gave a slight frown of reluctant respect to spiderman. This green Goblin looks like a complete monster to fight and spiderman killed him?

Fury couldn't help but give the guy some props where it is due. If there is one thing you can call Spider-Man... then that is _Dauntless._

XXX

Peter was back at Connors abandoned lab, carefully analyzing the spiders DNA. Good thing he was able to spring the generator back to life or this wouldn't have been possible. 'Thank you for abandoning this lab doc' Peter thanked the man in his head. What he found about the arachnids were very weird. First of all, the fact that he found the spiders in groups of 2 already made him suspicious of something. A reason why he checked their genders.

Each pair had one male and one female. One male spider was quite hard to distinguish from his fellow arachnids cause it looked like as if it was eaten... which it probably was. And the female beside it was... three guesses and the first two don't count. Peter shivered. "I hope there's no female with a spider-based alias," Peter said out loud.

A redheaded woman sneezed... as did another few.

Yes, it seems that this Black Widow was the last to die in the lab. Its corpse was still a bit fresh. Peter estimated that she died about 3 days ago. He took out a bit of their blood which was strangely violet. He checked it's DNA. The standard helical chains, bound to each other by hydrogen bonds, form the shape of the Black widows DNA. It was different than those of a human of course. DNA holds the structure of any organism on earth. So why did the DNA structure of this spider... look like that of... a Humans?

'How can this be? Last I checked, Spiders can't interact with a human in that prospect' he thought jokingly. The four bases found in DNA was mismatched in this spider. The adenine of a human was paired with the thymine of the spider and the guanine of the spider's mixed with the cytosine of a human. 'Woah~ now I know how those University girls felt when they made a breakthrough with their project' Peter thought, referring to the sisters that found Black Widow venom genes inside a virus that lives inside a bacteria that's nestled in most insects. Peters inner nerd squealed in delight. "Oh, my holy introverted-poop-pancakes! A scientific breakthrough!"

*time freeze*  
"Either that or~~ an Oscorp gene enhancement gone wrong" Peter joked "I really should learn to not get my hopes up."  
*Unfreeze*

 **Peter visibly deflated, moaning in defeat as he did so. He would've been the youngest to ever achieve something difficult such as a scientific Breakthrough...**

*time freeze*  
"But then again... Spider-Man is a scientific breakthrough in itself. And who's Spider-man? That's right... Peter Parker! "  
*unfreeze*

He went back to work after giving himself the pep-talk and assuring himself as being the perfect mixture of Spider and human... A meta-human. He continued to analyze this man-made phenomenon well into the evening. Peter grumbled, 'it would take a lifetime to compare this with Human DNA of the _whole freaking population of NYC!_ ' Peter thought not really patient at all. And he needed to find out whose human DNA this belonged too.  
'I have to narrow it down to the very few people who started to work on this project.' He thought calmly.

Peter then went to a laptop not far from his work table and started to Google 'Cross-species genetics' and found a few headlines. The name's that popped up were naturally doctor Curtis Connors and Richard... Parker.  
'This can't be..' Peter was shocked. His dad worked with _the_ Curt Connors? Peter quickly clicked the headline 'Project Araneae: Curtis Connors & Richard Parker'

Makes sense cause the scientific definition of spiders are 'Araneae'. Peter quickly skimmed through the texts whilst searching for more useful information with practiced ease. He saw that Connors and his father worked a lot with Spiders, scorpions and the components of its biology, but that's all that was actually published. It said that the project was shut down by Someone named Alistair Smythe. 'Wait a sec... I've heard that name before! But where' Peter thought long and hard for as to where he had learned about the man. 'I swear! It's on the tip of my tongue!' He thought for another 10 minutes before deflating and shook his head. "I'm sure I'll remember it soon," he said.

He then remembered about where and what he was doing. The sudden reference to his father's name made him more than just curious. After all, his smarts must have to come from somewhere. 'It's not like geniuses are mass produced by trees' Peter thought, quite amused by himself. He sighed once again. "It seems that the only way I can find out about this stuff is through Oscorp themselves" Now the last thing he wants to do is to go to that rotten company to possibly get bitten by one of their gene-enhanced lab rats that could possibly mutate him. He could call himself lucky to not get additional 4 limbs and 8 eyes to complete the Spider-Human hybrid look.

So instead of infiltrating Oscorp labs, he decided to just Hack them. Peter started to infiltrate their computers without a second thought. Using attack patterns to search for any weaknesses in the computers coding. After He found one -which barely even took 5 seconds- Peter used the Trojan Horse tactic to open up a so-called 'back door' even though he could just get in with brute force. He preferred to keep this discreet, like how the Trojan Horse was used. Send a gift from the front, wait till they're distracted or asleep and see you as a waste of digital space and BAM! Instant backdoor.  
After getting inside, Peter searched through some folders before finding it in one of the trash cans that were used almost 10 years ago. 'About the time in which my parents died' he narrowed his eyes suspiciously...

Peter managed to get three files out of the digital litter and downloaded it to his own computer, before deleting any traces that proves his presence.  
'But this can't be it' with that thought, Peter submerged himself further into the computers software, searching into a so-called 'digital media' or online documentation. What's there to find? Old encoding of deleted files in deleted files which are... as you can guess, in deleted files... well... perhaps. He searched through the year of his parents' death. He was barely 6 years old so he couldn't really remember them well. One of Peters final memories of them was when he played hide and seek with his dad before...

Anyway, back to the matter at hand. Peter was again, able to take five more files and download it to a folder on his PC. The CPU of Oscorp computers were quite large so it wouldn't make sense for Peter to continue. He took one last file though, and that was info about what kind of projects Oscorp is up to this year. He then left with no traces... he failed to mention one little gift he left them though. Peter grinned. A bit of revenge mind you.  
'That's for your incompetence Norman!' Peter grinned diabolically with a few giggles in between.

He then sighed in mild exhaustion. Wasn't quite hard to hack into Oscorp mind you... their firewall was pathetically weak... it's as if 'kicking a wounded puppy' kind of weak. So weak that it actually hurt Peter more than them! So weak that... you get the picture. He then checked over the files concerning his late father and doctor Connors. He has 8 unguarded, secret files about Richard Parker, Curtis Connors and almost all of OsCorp... and all he could think of is... 'so~~~ where do we start?'

 **If anyone can guess why** **I** **chose this song as an ending, then congrats.** **I'll** **give you a cookie.**

 **So... how was it?**  
 **Was it good or bad? Pls rate and review.**

 **So for those who** **don't** **know or have seen it. I put numbers around the story.** **They're** **meant to be a sort of 'mark' to let you now that** **I** **have** **something** **to say about it at the end of the chapter... well... either that or** **I'm** **just poking some fun. For example:**

 **(1) The part where Peter and** **Gwen** **should've been together where they would stop dating their current partners. But Gwen** **didn't** **hold up her end of the bargain.**  
 **For one...** **I** **like Gwen but** **I** **think** **it's** **a bit overused ever since TASM 1 &2\. Should ****I** **pair them or not... meh,** **I'll** **come up with something to entice you, readers.**

 **(2) The Amazing Spiderman suit... cause really... that was the best suit behind Symbiote suit! Well, you also add a hood similar to 'Ghost-Spider** **' aka** **. His hood though is what** **I described it to be. Including the red-blue color scheme. Only this time, the Web like** **motive is outside instead of inside like that of** **Gwen's** **suit.** **So** **it's** **red on the outside with web-like patterns and inside the hood** **it's** **blue.**

 **(3) which of you girls reading this,** **got** **a** **nosebleed** **? ^.^** **I** **can get cheeky sometimes and** **I** **give you three guesses to** **as** **to what my** **facial** **expression currently is. The first 2** **don't** **count.** **I'll** **give a shout out with a cookie for the one to guess correctly...** **and for** **the** **one to say that she's flustered and got a nosebleed.**

 **Did** **some** **of you understand the DNA part of the story? Cause if not, then here's a simplification. Human DNA mixed with Spider DNA. The part with "spider genes inside a virus that is located on a bacteria that resides in every single insect" is in fact true. 2 university students found this out. I think they were sisters.** **Heeey** **! If one of you sisters are out there reading this then pls give me a digital autograph and** **I'll** **make sure to** **give a shout out!**

 **Yay and** **that's** **9083** **words! Mission accomplished! Till** **next** **time!** **God! Guess how much** **I** **had to change that number!** **I'm** **the beta for my own story after all so meh**


	2. Chapter 2: Origins part 1

Heya! Here's Arrexu with another Chap. I'm writing this whilst not really umm. ... Heck...I haven't even published the first one whilst writing this down right now. This makes shout outs and personal Thank you's and cookie donations quite complicated... but meh.

School is just about to start for me so it's a perfect time for me to publish it. By the time I did though. School probably has already started. Anyway... Have fun reading.(8 months later... major understatement)

Few questions though.

How do you all do with visualising the characters so far?

Did you all understand it?

Was I wrong in some parts?

Oh crap... I've got a hater TT. Meh.. totally ignored. And yes I know about gwen Stacy cheating on Peter with Norman friggin Osborn but I was talking about the girls in the show. U know... spectacular spiderman... 2008. Ring a bell?

And an answer to Man248. Yes I did say that the X-Men will appear so that means that whenever logan makes his debut... X 23 or Laura Kinney won't be to far behind. And yes... she'll have something with Peter.

And as far as pairing goes... let's see shall we. The relationship between spiderman and the Ultimates will be very different from the series. You'll see what i mean soon enough.

I'm going to upload this in a different fanfic site called or "FF" for short so answering those questions there would also be quite appreciated as Wattpad does have an effective commenting system and FF doesn't or at least... Wattpad's better.

BTW! Did anyone watch the new Avengers movie? Infinity war?... It destroyed my life...

Disclaimer:

I don't own SSM, USM, TASM and the Avengers. There'd be more romance otherwise. :p

Pps. Don't mind peter breaking the 4th wall kay. I do it all the time ;)

 _Politics is the art of the possible._

 _The great questions of the day will not be settled by means of speeches and majority decisions but by iron and blood._

 _Laws are like sausages, it is better not to see them being made._

 _~ Otto von Bismark_

Peter was currently at school and was deep in thought. History was easy for Peter so he could afford to laze off a bit for once. Well... he actually could just laze off for the whole year and still be the best in academics. Gwen would top him if he did just that but that's not the problem. The problem lay within Oscorp and the first three files he'd stolen a week back. It documented everything about 'Project Araneae'. Test failures, marginal progress, spider habits/reactions to radiation... even biological reactions of mutated spiders on the different species. Absolutely everything. Nothing was left out, except... about what exactly Venom was. There were no notes to as to how or where he came from, most of the information partaking Venom, were hidden leads to its origin. All this secrecy about Venom made him believe that Venom actually was man-made... not what the population was led to believe, which was, an alien from outer space.

But that's all just speculation. He'd have to open up the other 5 files to at least partially understand it. Questions such as, what Venom was meant to be... of course, only if it really was man-made. There must have been a very good reason. Another was what scientists in Oscorp got to do with this. I mean, sure Norman led Oscorp back then till his... untimely death, but it's called a private research for a reason. His father and Connors probably did Osborns dirty work whilst working on something what they wanted to do. Again, just speculation. He'd have to ask Connors in Florida to find out. A trip he can't afford. So... how else can he get more information.

Infiltrate Oscorp? 'Don't be ridiculous Parker, you'll get caught as easily as moth to flame' Peter thought troubled. Gwen who was sitting next to him saw this and tried to ask him what's wrong. "Hey Pete..." she called out but he didn't respond. "Pssst! Pete!" She tried again. Good news was: he looked at her. Bad news is: he looked away...quite quickly... if you asked MJ who sat behind him.

'This doesn't look good' MJ frowned whilst looking at Gwen's hurt, kicked puppy kind of look. She watched as Gwen was scolded by their History teacher for disturbing Peter. Her name was Nancy Rushman. And to be honest... has a body every woman, even she would kill for. The fellow redhead was not ashamed to state her age... which was double their age. Meaning... she's friggin 32 and didn't look older than 18. To say MJ was jealous was an understatement. A lot of boys seemed to just listen to her as if in trance Some even got better grades and apparently she's the reason why their thoughts often went along the lines of.. 'I don't want to disappoint Mrs. Rushman!' Which was kinda cute... yet wrong. They did up their efforts in getting better as a gentleman though as Mrs. Rushman often scolded them a bit. Almost like a mother scolding her child. 'Good for them' she thought.

Her attention was then turned to her long time friend and her bestie in male form. Peter Parker was the only boy in the whole school that wasn't crushing on Mrs. Rushman. Even a freshman called him gay. Peter didn't care and just walked away... looking at thin air as if there was a spot without oxygen. She really needed to talk to him. 'It's been a week and he's still not acting like he was before. I curse thee... Gwendolyn Stacy!" MJ thought, convincing herself that the root of problems lay inside Gwen-effin Stacy. This observations wasn't unfounded of course, because of obvious reasons. Even Liz couldn't stand her all to good now, cause Gwen took and she quotes 'her Petey' away from her.

That's what MJ likes to think.

Another problem with Peter was that he always left school quickly and efficiently right after the bell. In a rush, he would leave school grounds and go towards downtown Manhattan. His and MJ's house were at the opposite direction so she naturally got curious. She left it be for the moment, thinking that it was a one time thing. MJ rolled her eyes, thinking that Peter just went to the daily bugle or something.

She then turned her attention towards her teacher. She was talking about a man called 'Otto von Bismark'. Apparently, he was someone who dominated Prussian and European affairs since the 19th century. It was only after his death that started the early stages of world war 1. Yeah... all that crap. 'Can't we get to the more interesting parts with Captain America in World War 2?' MJ whined in her head. She sighed after a moment. 'I guess it can't be helped. Knowing Peter, he already has this in the bag' she thought in slight jealousy of his genius.

She sighed again before listening to Mrs. Rushman talk about how Bismark managed to Unify countries with peace treaties and trade negotiations. The man basically ruled Europe in the shadows for well over 20 years... this hooked MJ's interest. She then listened to how the man somehow managed to prevent the escalation of war...a world war to be precise. Sure the man engineered a series of wars that unified German states (Germany didn't exist back then after all). Deliberately excluding Austria into a powerful German Empire led by Prussian leadership. Only for all those careful planning to be ruined by some man, claiming to have the British beat in terms of military strength in form of the marine corps and naval warfare. The early stages of the world war began even before that though. That was just a man subjugated to what we call 'Nationalism'. In other words, a victim of war and failed education, as well as a misguided belief in superiority over different countries. Bismark was on a whole other level though. So for the rest of the lesson, MJ listened to Mrs. Rushman talk about Bismark with enthusiasm.

It made her accidentally gag and was promptly reprimanded by this god darned redhead! She seethed in jealousy.

XXX

It was a week later where we find Peter in his own personal lab, empowered by a self made generator which was being run through solar and wind energies. Quite genius no matter how you look at it. Of course it was dark so as to not raise any commotion and attention to himself. There was a slight problem though. Darkness and Human sight shouldn't be very compatible right... Basic upon basics of logic. But we're talking about a Meta-human here with Spider powers. It was a problem solved quite easily too. It was a few weeks back where Peter found out that he had in fact, night vision.

time freeze*

"How cool is that!" Peter giggled in a dorky and nerdy kind of way. "Well, there's actually a lot of secrets to my powers that I haven't unlocked yet..." he paused. "Ok, I have no clue what kind of powers I actually have except for the usual. You know, the 'I have the proportionate strength of a spider' kind of stuff. Yet, I don't exactly know my limits" "But you folks will see my strength in action soon enough"

unfreeze*

Peter was currently at his computer, typing down stuff to program his personal A.I., Physics, math, Algebra, advanced algebra, calculus, anatomy, trigonometry, warfare, personal protocols etc. He currently finished downloading a sort of.. extra pack. And yes, he learned how to adjust his perfect eye sight when it's dark and when it's bright. Something akin to a switch inside Peter allows him to practically activate and deactivate his night vision with practiced ease now. The AI was almost finished though. Peter was very excited. Another day and the things finished. 'Oh the possibilities! It can help me with building stuff and accompany me in my nightly patrols and give me information needed from the Internet in practically just a blink of an eye!' Peter thought excited. He would attach the thing to his Web shooters and use the wires of an earphone to connect to a special earpiece he created and viola... 'voice in my head... literally.' Of course he'll use special earpieces to make sure that only _he_ could hear his A.I. and not someone else. Either that or He connects his future AI to a wireless earphone. Now that's ingenious.

'Which reminds me. I'll have to take the wire from the earphone and attach it to the space inside my suit' Peter thought. He shrugged... he'll cross that road when he needs too. 'Now... let's check through the 4th file from dear old Oscorp' Peter thought. To tell the truth. Peter was unsure to actually read the next 5 records that were so meticulously deleted, he had taken a few minutes to actually find them from Oscorp's computers. He was afraid of what he could find out. Peter shook his head. 'No need to worry about it now. I haven't even opened it yet.' Peter thought, a grim expression on his face. Peter worked in silence at the ESU labs. Usually at night. Good thing they moved the lab somewhere else. Otherwise he wouldn't be able to use the Empire State _University_ labs at all. Pay attention on the University part of ESU. Abandoned because it was mostly Connors that used it before... you know... Lizard and all that stuff. It seems that things really did look up for once in Peter's life.

time freeze*

"Yep. I just jinxed myself. No matter how I see it... There's bound to be something bad around the corner... that's typical Parker luck for you"

Unfreeze*

He shook his head, trying to get his mind off the gutter. He glanced to his left, his night vision helping him locate his suit. It was on an operation table. He made his way over and stared at it. His new suit was nearly bullet proof... allows perfect mobility for someone as agile as he is and it's even cooler to look at. 'I mean... who doesn't like a vigilante with a hood?' Peter thought amused.

'Although... it could backfire once triple J. gets wind of it. I can see the headlines already. Spider-Man... the hooded menace of society!'

Peter shrugged with a grin. 'Still look cool with it though. Besides... it's not like I'll put it on all the time.' He glanced at the hood... some wires recognizable as he started on this project a bit later into the month. He grinned. 'A hood that blocks out high pitched and pressured sound by putting it on which then activates a switch in the mask... what a genius I am.' He complimented himself. The big white lenses on his mask can now show a heads-up display for better sight in other words, an HUD, thermal and infrared vision, it can also track heartbeats etc. That's not all he's been working on though. The lab had a lot of... stuff, now that he's acquainted to it. A lot of stuff about Mechanics, biophysics, biochemistry even astrophysics and astrophysics-engineering were also easily pillaged in Peter's new humble abode. All of them, neatly placed in boxes and easy for him to snatch. As well as information to download into the HUD.

'It's not stealing! It's using an unneeded object for the betterment of myself.' Peter stopped thinking for a moment. Then he sweat dropped. 'In other words... one mans trash is another mans treasure. Gosh... why do I over complicate stuff?' He then concentrated back on his suit. A contemplative look on his face as he did so. Bizarre ideas flew through Peters mind. Things like an in built camera to somehow use as a medium for photogrammetrie. Or~~ an in built divers mask with a small flask of oxygen or maybe even a filter for when gases are used! Maybe even more webbing abilities.

'Mhmm... crap.. I'm out of ideas as far as webbing goes' He did have more ideas for his suit though. One of them would be like... enforcing the fiber in either vibranium or maybe even reverbium inside his suit. It would make the nearly bulletproof Kevlar, actually bulletproof. The only thing that could possibly pierce it... would be a bullet of a sniper rifle. His reflexes are already fast enough to dodge it... probably. Problem is... vibranium and reverbium is impossible for him to get his hands on. Metals of that caliber isn't really included in an abandoned lab. Now, how did he get info on metals like that when its normally hidden from the public? 'Comes with the computers of Connors lab I guess' Peter thought. He would also have to look into creating permanent webbing that's close to being organic. Why permanent webbing? Cause spider silk is weight for weight, stronger than steel, but not as strong as kevlar. Silk is, however, _tougher_ than either. Peter also thought about attaching retractable claws into his gloves cause well... look at what Black Cat could do with'em!

Another thing he built, were iron arm like appendages with pincers around the room. Why that? So that his AI could build whatever it wants and actually do something in reality other than talk and hack in the virtual world. He made it so that his AI would be connected to this room via security cameras. Something which he took out of Tony Stark's book.

But that's basically it.

There was only a bare minimum of different kinds of metal left. He did however, still have some iron and steel around. The only thing that didn't even run out of ~after him using it for the last 3-4 months~ were these wires. It's like they're endless! Peter didn't exactly know what to do with it and spent an hour contemplating about it in his head. Next thing he knows, it's already half an hour before his curfew. 'Looks like I won't be able to look at it after all' Peter looked at his computer. The mouse pointing at a file named _Venom_.

XXX

School is such a feeble thing in the world of an adult. (That's either rich or doesn't have a kid) Some adults are ok with it. Some outright hate it. Some think it's a necessary evil. But for a teenager...? School is a kingdom in which the most popular man can or will be crowned as king. Some have a group of kings and some has a single king. Their Queens would then be praised and loved by society with the simple fact of her being with the King.

How shallow...

Then there are the farmers, blacksmiths and priests. The farmer is a simple man, whilst the blacksmith is pretty much needed. But as a priest? When your King isn't a follower of said priests beliefs then it could happen very quick, very fast, that the priest will be kicked out of his church and live the rest of his life on the streets. No one will give you a flying fuck cause after all... what would they get by helping you?

Nothing.

So you beg, get bullied, you beg again, you get bullied, you stop and mind your own business, you get bullied.

That's why, as someone who gets bullied -namely Peter Parker- he should have every right in the world to deck the guy that's locking him in a locker just after the bell for lunch.

But no. He's got a reason for not fighting back even though he could. But that's beside the point. There aren't many that you could call decent in this Kingdom. Every once in a while... there's bound to be someone that has a normally functioning mind. And that someone just helped Peter out of the locker.

"Thanks MJ, I owe you one" Peter told his long time friend. The redheaded bombshell smiled at him brightly. "Good, then would you come with me? Get some food at the cafeteria?" Peter nodded at her and followed her to the cafeteria. They both got themselves something to eat and sat down at an empty table. Most of the students usually go out at lunch time to either buy a chili dog or whatever fast food was available. Peter and MJ like to eat at the cafeteria though... well, except on Tuesdays. You shouldn't ask what's on the menu on that particular day.

"So..." started MJ as Peter gave her a soft groan to show that he was listening whilst eating. "Where are you going after school?" She asked softly while looking at Peter's face, trying to get her answers just by staring at him. "Mhm? What do you mean? I go home of course" he said in a 'matter of fact' kind of tone. But MJ ain't a girl to pull any punches. "Yes... and Manhattan is so the place where you live right?" She asks him sarcastically. "Oh, well... I do go to the bugle once in a while and then I go back home." Peter said... slowly getting a bit wary at his long time friend. "Oh ok then..." she said as Peter unknowingly let go of a breath he's been holding on for quite some time now. "Sooo, why do you go there every day for the last few weeks? I'm sure you like to avoid Jameson more often than not when even I try to do it... sometimes" She said. Peter was visibly shaking in his seat. Trying to think of some kind of third rate excuse he could use.

Luckily or unluckily, depends on how you see it, the school bell rung, signifying the end of lunch period. "Well, I guess it's time to go back MJ. I'll talk to you later" Peter said, a bit rushed. MJ looked at him weirdly and a tad bit of suspiciousness. She would get behind of all this secrecy. It actually hurt her to know that Peter didn't trust her enough with a secret. 'I mean, we knew each other since we were 6 and are neighbors ever since! It's not like I'm bothered with him keeping a secret or anything...'

'No matter. I'll find out about it sooner or later but for now... I'm soooo late for Physics ED!'

With that final thought, MJ quickly rushed to her classroom. Only to be reprimanded by her teacher.

XXX

Peter wasn't exactly proud for lying at MJ in the face but he got his responsibilities as Spider-Man and her knowing about it would endanger her. In a way, MJ was his little light to all the darkness he has endured. Though he'd be dammed if he started some useless pity party. There's nothing to gain from it.

That being said. Peter quickly found himself back at ESU labs... or at least what was left of it. Nevertheless, to Peter... it looked quite homely. 'If a bit lonely but hey... soon, my little AI will be there to keep me company.' He thought with a little smile on his face. He made his way towards 'his' lab. He still felt giddy when thinking about it. But can you really hold that against a 15 almost 16 year old science geek? This was practically heaven for him! Peter looked at the suit spread out a metal table once he arrived.

He still wasn't finished with the thing and that was irking him a bit. What could he possibly add to this beautiful piece of art? He had reinforced the suit in everything he could think of. Unstable Molecules, Kevlar, carbon fiber, rubber... a hood that blocks high pitched sounds and sound all together in and all around his suit and that also extends to his soles! An HUD, he even managed to add those retractable claws he wanted. I mean... if that wasn't enough... look at what he did with his web shooters. Added rubber so that it could safely eject electric webs without receiving a nasty short circuit. Same from outside electric sources and you don't need me to tell you for whom this was specifically created. Peter wasn't exactly fond of the literal living lightning and was often than not, fried by the guy.

'Anyway... enough of that' Peter thought. 'I think I'll continue to learn more about hand to hand combat. I swear this place is over modernized!' He thought with a slight deadpan. And with that, Peter decided to train. He was looking through fighting styles that would compliment his abilities, namely speed, strength and agility. Now that he thought about it... 'dang... my powers are~ pretty hax'. I mean... not even peter himself knows about his limits. It was as he was thinking about how awesome he was that he stumbled upon an old worn book. 'seriously... how much useful stuff is in this lab!?' Peter thought because of this book he found something that totally fit his abilities as far as fighting goes. The Fighting style he found as he skimmed through the book was nothing to scoff at. It shows basic too advanced forms of the style very... _very_ accurately to get him started. Not only can it be used for indirect confrontations but also for face to face slug fests... of course... with more style and grace. It utilized grabs, throws and acrobatic punches and kicks. It really only needed three things to make it effective. And those are Speed, agility and stealth... two of which he already has.

'it'll be a pain in the ass, but skills don't grow on trees Pete and they aren't ripe for the picking even if they do. Better get to work'

And with that, Peter started training in hand to hand combat. While his style right now could get him by against most people... He knew that there will be a time where it won't and so, he decided to increase his skills to a higher and more respectable level

XXX

Peter was Officially confused. A surprise test like this... in physics ed? It would have been normal if it was a test about physics... but instead, there are elements of math and even something what seems to be a question about... 'Ahh... it's an IQ-test' Peter thought. But for what he didn't know. 'Maybe it's normal?

Time freeze*

"Well anyway... I could perfectly use this chance to prove myself correct?" I mean... what could possibly go wrong." Peter said ad his words finally sunk in. "Hey people... you know these moments when the protagonist of a movie says something 'obvious' but then the exact opposite happens?" Peter looked around himself in horror.

"I think I just jinxed myself!"

"Ahhhh! It's the end of the world!" Said a chibi spiderman on Peters shoulder. Peter flicked him away. "No negative thoughts!" Peter reprimanded.

"These are your thoughts asshole!"

His Face projected a perfect example of a scandalized Susan Storm.

Unfreeze*

'Well not to shabby'. The first question alone could cause lesser men to laugh in despair. But that fact doesn't fall on one Peter Parker. He looked around to see if anyone else knew what they had to do. He saw MJ looking confused as did Harry, but Gwen seemed to be herself and just skimmed through the test as if it was nothing but a crappy test on her intelligence. Surprisingly, Liz... the Liz Allen seemed to understand what to do and that somehow filled Peter with a bit of pride. And like in any test... Flash didn't understand crap about what he was doing. 'Haha same old same old. Well... let's see how I rank up in this" Peter grinned and finished his test in record time. Even faster than Gwen and that seemed to miff her a lot, going by the pout she has on her face. 'Don't look at her Pete... you'll crumble the second you do' And that seemed to strengthen Gwens pout.

'C'mon! Look my way' Gwen thought as she saw Peter leave the room. And she thought she could've finished faster than anyone else. He proved her wrong... again. She took a quick glance at her test. At the final 2 questions.

 _What are the chemical components of Adamantine melted over bone?_

 _What_ _happens if the coulomb force_ _disappears_ _and will_ _its_ _effects_ _disturb a vacuum?_

 _'pretty simple actually... but a bit hard to explain_ ' Gwen sighed once Peter left the room and decided to just hand her test over and go work at Oscorp. When your boyfriend is the son of Oscorp's CEO then this is one of the things you can get when interested. And luckily for her, she was allowed to be professor Alistair Smythe's assistant. 'Off to Oscorp then'

XXX

Peter was back in his personal Lab... again. The young student of midtown high sure is spending a lot of time doing what he likes the most. And there's nothing wrong with that but being on the border of obsession is bad for you.

'Is... what Aunt May would say but... I'm frigging Spider-Man. Only by Hades will I be taken from me Lab!' He thought, having fun with thinking about different kinds of accents like Norse or Irish-ish... English. Anyway... let's get back on track. Peter finally decided to look over the last few documents he 'borrowed' from Oscorp and boy did that surprise him. There was little that was important in those documents and he was sure that there were more new-day ones he still didn't have had the chance to inspect but as of now... Peter looked at Venom... 'who are you?' Venom or was originally called project 'IC8BH-5' and was actually a substance created that was meant to enter the bloodstream and cure every single thing it deemed unnecessary. For example, things like aids or cancer. Venom's background was thoroughly filled with half truths and lies if not then the truth hidden as a lie. Peter wasn't sure where it came from anymore.

But from what he experienced, This thing was mostly likely an alien specimen. Exactly what he wouldn't know. But what he does know is that this black goo like substance is dangerous to human kind. Peter shuddered at the thought of an alien invasion full of these things on earth. Surprisingly Venom was still quiet these days and wasn't causing a ruckus. He learned a few things about Venom these last few days. Like injecting the venom in his bloodstream to name a few. Apparently... that was how you should wear Venom. Inside not out. His Origins still are mainly unknown and he wanted to figure out what he exactly is. And the answer to that question lays in Osborns company, Oscorp. Luckily for him, he stole the files... maybe not enough for answers but enough to get him some leads. And mucho gracias there it was. Evidence or people connected to him was the Cat. Otherwise known as Walter Hardy. The name enraged Peter so much that he didn't even bother reading the next few essays. Peter completely over saw another name written a few pages after Walter was mentioned and that little tidbit will come and bite him back in the ass. 'Walter hardy... the man is free the last time I checked. Who else might know where he is.' then it hit peter like a bullet train. 'Felicia Hardy... Black Cat'

Peter shook his head. When he got time to muse about her then he certainly had enough time to finish this suit. 'seriously, it takes so long to finish this. How does stark do it?' Peter asks himself. 'Oh right... He's a rich playboy, I forgot~. Seriously though.. I doubt any other superhero goes through what I'm going through' Peter halted in his project and took a few minutes to process what he just said. "That sounded so arrogant I can't believe it" He silently chuckled because he realized that it might not be so far-fetched. He then concentrated on the suit. Peter decided that this would be his ultimate and final suit he would only use when the time is right because honestly, he was gonna make it the best spider-man suit for decades to come. Maybe till it reached the next century. Until that time comes though, Peter guessed that he'd stick with the old red and blue's.

Once he was done tinkering a bit with the suit, Peter chose to just relax and sat in front of the table he put venom's tube on. It became somewhat of a routine. He would sit at exactly the same spot every day after he finished tinkering and would just stare at venom. Some days he even talked to the guy. 'Look at me, talking to an alien. You are an alien aren't you?' Peter often asked himself or the Symbiote what exactly he is. I mean, It's not every day you get to have something as exciting as having a Symbiote in your lab. That's another thing that Peter was excited at. 'I do wonder why people would just throw this thing away. This place is a gold mine!' Peter shrugged to himself.

The Lab was located at the edge of Manhattan in an abandoned warehouse. How exactly he found it. Thank you Dr. Connors. Peter continued to just stare at the black goo feeling a bit more calm. A thing he appreciated since becoming spider-man. He almost fell asleep when a loud siren startled him awake. 'Oh damm. I forgot that Crime rates has gone up' As much as Peter wanted to go out and help people, He couldn't because of his other responsibilities as Peter Parker. He learned a few things when it came to crime. It took more than just Spider-man... It took more than just police.

The world thinks Spider-man is dead but they couldn't be further from the truth.

What man can do when those important to him is compromised.

A lesson Peter will very soon learn.

XXX

"Urgh, I can't believe I'm saying this but... I MISS CONTROLLED CRIME!"

"Pipe down Carter, we weren't payed to complain. Now send me your report on my desk ASAP!"

"Yes ma'am! Sir, ma'am!"

"It's still captain to you Stan!"

"Yes ma'am.. ugh.. uh, I meant yes captain DeWolffe"

Jean sighed but smiled nonetheless at her partner. The leading Detective of the NYPD forces. She didn't say anything but yes, she did agree with him about crime. Those small no good crooks thinking that they have a chance to take the mantle of the Bigman himself. Crime rates took a rise ever since that mass Outbreak a few weeks back. Detective Carter investigated himself after the little shootout that day. There was nothing there that could lead them to a culprit. Well there was something there but nothing of importance.

"Tough love I see" Jean almost jumped out of her skin. "Captain Stacy! I..." George interrupted her at that point. "It's commissioner Stacy now Lieutenant DeWolffe." He said calmly, taking a drag out of his cigarette which he was sure his daughter would confiscate when he returned home. "Is that a promotion Commissioner or are you just shitting me cause that's not cool" George laughed heartily at her. "I shit you not Lieutenant"

DeWolffe almost squealed right then and there.

"Now on to serious matters. Anything new on Spider-man?"

"I'm sorry sir but there was no single sighting of him around NYC"

Stacy sighed along with DeWolffe.

"You know, now that he's gone, I get this slight feeling of guilt. I do kinda miss those irritating quips of his." George raised a wrinkly eyebrow. "I thought you hated his guts?" the newly named Lieutenant shook her head. She slowly took a cigarette from her pocket and lit it. Taking a long drag before answering her commissioner, Jean took her time to think about her answer. Why did she hate Spider-man?

Easy.

The dude's a joker, an embarrassment, a vigilante, someone who doesn't abide the law. But even she had to accept the fact that Spider-man protected this City. The stress that must follow that guys life. Spider-man is spotted all around New York, mostly Manhattan but even that's a lot more than what that new vigilante, Daredevil does.

"I do miss the Spider but what can we do, now that he's most likely dead? Nothing but do our best to contain the crooks around the street. That's what he would do with or without our consent" George smiled at the 24 year old woman. "My my... is that a hero crush brewing in our ranks?" Jean choked an her cigarette and spluttered unceremoniously. "I do not! Certainly not him of all Heroes! Besides, even if I did have a crush on a Hero, It'd be Captain America or Thor! And not that Spider freak!" The Blush on her face and stutter in her voice objected her claim very easily if George had to say so himself. He chuckled before telling her to get back to work.

"So you do think that he's a hero. By the way lieutenant, you and sergeant Carter are on patrol at point 1800. The new girl gets night shift with one of the others later"

Even if she blushed in embarrassment at commissioner Stacy's first comment, she still gave him a "Yes sir!" for acknowledgement.

XXX

"I can't thank you enough for accepting the job. Not many would take it since the spreading rumors these last few months" A man said with a cool and collected attitude and a confident smile on his face. "And why is that doc?" Asked a woman in a slow and almost seductive voice. "You don't know?" The man looked at her incredulously before chuckling a bit. The news itself was still being aired and spoken about in every news channel. It was a big surprise for the man to know that not even this woman in front of him knew about it. The woman narrowed her eyes at the man, a bit angered at his obvious attempt to aggravate her. "then if you would please explain it to this unknowing kitty. I'd be very happy if you did..." Her tone still seductive even as she stalked him like predator to prey. "...or else~" She unsheathed her claws.

The man chuckled a bit, quite amused at this girls attempt to intimidate him. "Well hold your yarn balls kitten. I'll gladly tell you, as this little tidbit of info is kinda needed for our contract. I mean, how would you even find your target without knowing that he's probably dead?" The woman looked shocked. Hidden feelings bursting out of the window to her soul. Sadness, anguish, heartache, misery, sorrow and most of all, anger and hate. "What do you mean the Spider is dead?" It enraged her when the man didn't answer her immediately. "ANSWER ME!" The man smiled demurely at her. "I don't believe this. The thief of the underworld, the woman of every mans dream ever since that faithful day a year ago. Don't tell me that the Black Cat has an unhealthy infatuation with New York's resident superhero? Or should I say romantic?"

"Don't insult me. I'm the one that was supposed to kill that jerk. He was my _prey_ and no one else's!" Before the now identified Black Cat could talk any more, the man in the room decided to elaborate further than what she knew. "Now now, I didn't exactly say that he was dead right? Those were just rumors going around thugs to give them some confidence. A few days after the mass Breakout that you caused, for nothing if I might add~" He chuckled as Black cat growled at the man. "either way, The crime of the city rose to an all time high. The happiness of every crook in New York was almost suffocating but have you ever seen Rhino, Vulture or god forbid Electro? You'd think that a man made out of Electricity would try to take over Manhattan the moment he escapes Prison." Black Cat made a pause in her attempts to threaten the doctor in front of her. "And what does that have to do with Spider-Man?" She asked impatiently. "We're getting there kitten. Anyway, The crooks that sent the crime rates to a new height were never all that threatening. Every big player in and around New York are taking a Break" Black Cat looked at him incredulously. "You mean to say that crime around town are caused by petty thieves, car jackers and rapist's?" The doctor looked at her approvingly. "Yes exactly! The crime is unorganized and petty. Tombstone was freed after getting caught because of his influence in the court and the power he acclimated over the years, I'm sure you heard about that at least. But only he is a free man walking... well, if you didn't count in Hammerhead"

"Well I know that Silvermane is still in prison and could be released if he plays his cards right" He smiled at her mockingly. "Only the Master Planner is sentenced to rot for 3 decades. But I have no doubt that he'll find away out before the first half a decade. The good doc is determined like that haha" The Black Cat didn't look all that amused and crossed her arms impatiently. "But we're getting off track. What I'm trying to say is that the big bad crime lords are still afraid." Black Cat looked confused. "Afraid?" The man gave her a nod. "You said it sweetheart, afraid. They know that Spider-man's disappearance has a different meaning. Of course, whether or not Spider-man himself planned this or not is still unknown but what I do know is that Spider-man is playing a dangerous waiting game." Black Cat was slowly starting to understand what exactly it was that was happening in the underworld. The man gave her a last tip to figure it out herself. "Spider-man has shown the underworld how far he would go to keep, to contaminate and to control the crime. And that is what he is using against us. Fear." The man said ominously. The dark lab they found themselves in only amplified the creepiness. "There are only two options for criminals in such a situation and frankly, Spider-man wins if both go into fruition. Now what would those be. What could criminals do if they are afraid. Not just on something but on someone..."

"They either hide or press their luck"

"Exactly!"

"But they didn't exactly hide did they?"

"No, most of them didn't. Despite what everyone say, Spider-man is very much alive and the big league knows that. It's your job to read behind crime to figure out where the Spider retreated."

"So you want me to find and possibly land in his web?"

"You're a Cat, a spider has nothing on you"

"Touché"

"Do we have a deal?"

"You know what they say, a penny saved is a penny earned."

"...how very true."

XXX

Mary Jane's daily routine started of like any other day. Today seems to be an exception. On any other day, she would go on to wake up and try to fall back asleep. Hehe, seriously, she'd sometimes set her alarm clock half an hour earlier than when she needs to wake up just to happily go back to sleep when she realizes that she still has some time left before 7 am. Then she goes to her bathroom and brushes her teeth. After that was looking at some clothes she would wear to school. Mhm... should she take the black blouse with the red skirt or a skin tight white tank top with hot pants that would certainly express her butts hotness or that modest girl next door loose T and some jeans? Often times she made sure to undress in front of her window. The only one who'll see is her cute neighbor after all. Then she'd wait for the bus with Peter. On some days he would have a light flush on his face and she didn't need to be a genius to know why. They never sit together and that really irks her more than she thought it would. Peter made it an unconscious effort to stay away from her. She tried really hard to get him to sit with her on one of the empty seats for two.

She never accomplished that to this day.

Next it was old and boring school, though that redhead made it even harder for her to be in class. If she had the chance, she'd skip the classes with ms. Rushman entirely. Peter leaving directly after school became also somewhat of a routine. And now that she thought about it, she really hated it. And so instead of hanging out with her friends or hanging out with flash and his gang, MJ decided to follow Peter discretely and find out what he was up to. He walked and walked and walked until MJ was close to giving up and just walk up to him and ask him where he was going. They already entered Manhattan and that was a few ways away from midtown-high. When he made another turn, MJ had enough. her sneakers were killing her and she was friggin hungry. She could've been at home eating her Aunts famous lasagna but clearly some people didn't have enough tact to realize how worried other people our because of him.

But when she turned the same corner she last saw Peter in she was surprised to see him enter some abandoned building. Had she arrived just a tad later then she was sure that she would have just looked around like a dove searching for food and would've left eventually. Plus she was sure some of the pedestrians were looking at her weirdly for apparently stalking a boy. Some women gave her knowing looks, to which she blushed a bit. She was a free agent till 30 thank you very much. But then what if she's to old when she's in her thirties and no one would even want to date her as an old woman.

The thought terrified her.

She shook her head and followed after peter into the building, deciding to have her young life crisis at a later date. When she entered this creepy if a bit cliché villains lair, MJ saw an elevator that told her exactly how many floors there was. It was a four story tall building that for all intents and purposes was pretty useless. The mayor could easily buy this building and build up a school or something among those lines. What Peter did here was completely lost to the beautiful redhead. She remembered that she was about to find out and she intended to do it in style. So after half an hour of searching where exactly Peter was, she finally found him at the 3rd floor. Though she still was sneaking around so she wouldn't alert him and all that stuff. She knew in which room he found himself in because of the light seen from under the door. She noted that it had no windows whatsoever and was in the middle of the room.

She circled the whole thing before she finally found the door that had she went left would've been right in front of her face.

She grinned wanting to surprise and quite likely, scare the boy she followed through half of New York. Then the most unlikely thing just happened. "Anytime now MJ or are you expecting a red carpet?" Mary Jane was absolutely stunned. before schooling her features. Wouldn't want to look like an idiot before confronting Peter after all. MJ opened the door and gave out an "Hey there tiger miss meee-ohhhh MYY GOSHH!" MJ schooled her face again and... no she couldn't control her face at this point cause of what was around her. Her eyes held an excited gleam that peter just found adorable on her person. Not that he would admit it.

What MJ found was quite simply, astounding. Everywhere she looked, she could only see something akin to a futuristic movie. Robot hands moving everywhere and placing some complicated machinery to the next 'Arm' that would then go on to put some things into it. Truthfully, it wasn't much. Like, not even 1 percent of what Stark industries is. This was more like a personal lab with personal machinery if anything. For one of her friends to have something like this is just plane awesome. "Tiger! What is all this? And how did you even know i was following you. I was sure you didn't see me!" MJ asked. She walked over to him still looking around the brightly lit room with no windows in curiosity. Peter only started to talk after he was sure that MJ was finished with looking around his rather humble abode.

Yeah... he was productive these last few months.

"Welcome to my little lab MJ and as for how I knew you were coming... well, There was this building made mostly out of glass back at downtown Manhattan and you were really uh.." He didn't need to finish the sentence for MJ to know and judging by the face palm she performed, she already felt like the worst journalist there is. And how could she not. It was her first real goal that she would rather not tell anyone why she chose this particular job. Especially not the boy in front of her. She pouted. Peter just laughed nervously. "Well don't be so down MJ. I'm sure you'll get better with training.

Honestly though, Peter already saw her the moment she missed her bus back home. He'd always make sure that she entered just to have some peace of mind after the many dangers this fiery redhead found herself in. Normally he wouldn't have allowed her to even get close to his lab and chose to perform a little test for her. He purposely just walked to the end of the world to make sure - if she cared enough - to go all the way through. She wouldn't have deserved to even be here had she given up halfway. Peter expected her to do just that but she surprised him yet again. It's more than what Gwen was giving him these days. MJ actually noticed him and that made his cheeks flush a bit. He made sure to turn away and feint going to one of his projects to make sure she didn't see. Though she did follow him in the end. All the while touching stuff she shouldn't touch. "Hey! don't touch that! It's completely acidic!" And that went on a couple of more times with peter saying stuff like "Do you want to get 3rd degree burns?" or "Do you want to be the next captain in ice?" Peter sighed... who knew MJ could be this.. this excitable. MJ just pouted at him before looking around for something else to entertain herself with.

"oohh~... what's that?" she said before picking up a smartphone. Peter sighed again but decided to humor her. MJ looked at him, waiting for an explanation as she knew that he couldn't afford something like a phone that looks several generations ahead of current tech. "That's a phone that I bought for cheap, well, cheaper than the norm. Though I did give it some upgrades. MJ looked at him incredulously. "Some upgrades? Peter this thing looks like a social dream to have! How much space does this thing have. Is the camera top notch? Does it do anything cool?" Peter didn't sigh this time but he did chuckle at seeing the stars in her eyes. "While they weren't exactly made for socialising, it does have a terabyte of space. A good quarter of it is already in use. Programmes and all that stuff."

"Like?" Peter sweated at her gaze.

"Like a lot of things"

"Like?" He looked exasperated.

"Like a lot of things, things that you have heard of"

"Like?" She still looked for a direct answer.

"W..Well things that you will have heard of ok? Patents are pending."

"Ah" she said changing her voice to what many would call I try harders attempt at the british accent. "Ah? Ah.. What's 'Ah'? Don't say that as if you were english. Because I swear if I get a similar conversation like this with some English woman, i'm blaming you" he said in an 'as a matter of fact' tone.

MJ giggled.

Peter decided that that was cute. Really, he was a sucker for cute things. If his enemies knew about that then all they'd have to do is to just sick a puppy on him or a chibi version of Gwen and he was done. "I'll tell you it's functions some other time. Now... why did you follow me" He asked her in some poor attempt at a serious voice. MJ smiled a bit and pinched his cheeks. "Aww~ don't be that way tiger. You're to much of a boy scout to be much of a stern stiff. The real question is why you are here. Mind answering that?" Peter sweated a bit. He may have allowed her to enter his little lab but he didn't necessarily want to answer that particular question. "Ahh, that's a bit of a long story." MJ smiled demurely at him. "I've got all the time in the world, otherwise I wouldn't have followed you for hours on end" Peter had to give her some credit, not many would do something like that, much less his miserable amount of friends. "Fine" He conceded to her request.

"This right here MJ is what I have been doing all summer" MJ looked around again and raised her eyebrow at him. "How exactly did you get all this stuff tiger. I'm quite sure that you don't even have the money to buy all of this. And that begs the question. Why here of all places?" Peter looked contemplative, trying to come up with a good way to phrase what he is about to say. "I won't lie, this isn't exactly in my pay range but that's because I didn't buy anything you see around this place. They were all just metals, alloys and all that stuff strewn around the room. I just capitalized on the stuff that I found and used it for my own gain." MJ nodded at that and decided to go play around again. Peter groaned and quickly walked up to her. Seriously, this girl was more trouble than she was worth.

"Hey! I told you not to touch that!"

XXX

Peter banged his forehead on the table and groaned. "Now don't get your pretty little brain damaged tiger~ we wouldn't want your genius going under." Peter just groaned again. MJ giggled and looked around to search if there was anything fun to do. She then found his computer that was still open. She grinned. 'Now what little secrets are you hiding tiger?' She made her way over to his computer. Hoping to see what Peter does with it in his free time. And who knows, maybe she could find what makes him tick. she smiled again. 'I wonder if he's into blondes or redheads' She shook her head. She was sure that his internet history would send her to some porn website with his fetishes. She smiled to herself, giddy to find out what Peter's perfect girl is. When she sat down and clicked on what she thought was the internet but was actually a folder of things he stole from Oscorp. MJ grew shocked. "Tiger... what the hell is this?" Peter looked up from his exhausted position from the table and promptly widened his eyes. He stood up and walked towards her to confirm what he thought she was seeing.

His heart sank to the deepest pit of his abdominal region.

"Uhh... I can explain?"It really sounded more like a question than an honest answer. And from what he could see from the redheads face, she knew so too. "Oh really~" she extended the sentence just to give her point across. Well, it was kinda fun to make Peter squirm so she guessed that counted as a reason to give him a hard time too. Peter fidgeted around a bit before he gave her an answer. "What you're seeing right there are some files I stole from Oscorp..." MJ interrupted him at that moment. She really couldn't believe that Peter could do something like that. "What!? Tiger, that right there is illegal isn't it? What would harry think about it, what would Aunt may think about it? Heck what would GWEN think about it?" Peter hardened his gaze. "You didn't let me finish. Some of these files are about their less than stellar attempts at creating another enhanced. Dating to almost a decade. And some of these files mentioned my father" That stopped MJ cold in her tracks. She was about to dig him a new one until he said that his dad was somehow involved. MJ knew about Peter's parents not many knew he was an orphan but her Aunt Anna filled her in about the Parkers. MJ didn't know what to do in a situation like this so she stayed quiet.

"so... what now?"

Well she couldn't just stand there saying nothing. Who do you think she was? Gwen Stacy? As much as she loved her sister in all but blood, she didn't like her shyness. Gwen Stacy was the type of girl that would do her hardest to please the people around her and protect those she would consider a real friend by lashing out at their enemies with undeniable sass and sarcasm. And as for MJ herself. Heh. She makes her own path. She sees something she wants and she will try her hardest to get it or in other cases, does everything possible to find things out. Peter knew her well enough to know that by now so the smile on his face wasn't that weird. "I haven't opened up the files that shows my dads work yet but if you want, we could do it now?" MJ's eyes sparkled once more.

"Really?"

"Yes really"

She looked absolutely giddy but still a bit reserved. "But why with me? I mean, why not with just yourself?" Peter gave her a thinking pose. He then smiled and answered her question. "It was hard for me to open that little file alone so I guess, a trusted friend who would read it with me would give me enough courage to open it up" And that's the truth. Peter was to afraid to read it or more precisely, afraid to find out something he wasn't sure he could accept. The truth hurts after all. And being the tactful girl that MJ is, decided to do the right thing in this moment. It's not often you see Peter Parker this vulnerable.

"AWWW that is so sweet of you tiger. Aren't you my little boy scout. Comere you~" And then she hugged Peter for all he was worth. He sweat dropped at the girl though. Talk about tact. Guess he couldn't fault the redhead. Though this new side of hers wasn't a bad thing, It does get weird sometimes because he didn't know what to expect when MJ was around. "Come on MJ and let go. We have some secrets to read after all" MJ grinned and let him go. Both of them took a seat side by side to share the screen. Well... more like MJ scooting closer to Peter in a love seat she found at some random corner. How that seat avoided his detection puzzled Peter. He's been working here for close to half a year and that thing was just standing there collecting dust without him ever noticing? Heck, He spent half a day of his sixteenth birthday here! That wasn't even the problem! It's MJ and her sudden closeness that was freaking him out? Does this mean that she likes him? Or was it just something she does with all her friends? He didn't know so he decided to just roll with it and try to forget the fact that her... shapely hips were close to suffocating him. And damn those legs.

Time freeze*

"Remember what I said earlier? The part where I Jinxed myself? I'm pretty sure that she's the Problem" Peter gestured to Mary Jane who was leaning a bit forward in anticipation. "*sigh* yeah, good old MJ. You can trust her to lift a guys mood. Come to think of it, what possessed her to even follow me around. Not even Gwen did that. I guess I can allow her to see more of Peter Parker... for now"

Unfreeze*

"Ok MJ, this is it. The moment of truth." Seeing her nod at him assured Peter that she was with him on this. And so he opened the file containing information about what his father did at Oscorp. Peter read it load and clear just to make sure if he wasn't seeing things. MJ would correct him if he did. Though they were more like progress reports and something akin to personal notes.

 _"April 26 1997: Attempt 1, The super soldier serum is causing the Phoneutria to experience some type or cardiac arrest before ultimately exploding after killing two of the guards set up for our protection. May 16 1997: Attempt 2, The failure of attempt one didn't deter us from trying to perfect the serum and inject it into a less dangerous Spider. This time, we locked it in a cube made of acrylic glass. The serum actually worked this time but the spider code named 2 escaped. It led us to an amazing discovery. It became feral or more appropriately speaking, cannibalistic. It went into the forest nearby and started to feast on the spiders it could find. When we found it, what we saw were the remains of some spiders and their predator. Spider 2 was also there but it died because of unknown origins. It didn't explode this time so we considered it progress. June 29 1997: Attempt 3, this time, we worked on a spider that I found in the sewers. I hypothesized that the serum would only work on species that lack the chemical that induces fear. Perhaps a spider in an environment similar to that of Captain America would survive but it ultimately didn't. I must archive this back in Oscorp tower for further tests. "_

And that went on and on when they finally reached attempt 249...

 _"June 5 2006: Attempt number 249 subject, unknown. We encountered a new species of a spider in the form of a normal house spider. But its color scheme didn't do the name justice so we simply named it Ara. It became project Araneae after we found out that it was genetically altered. It's no big discovery since every other spider we have taken in were genetically altered by the super soldier serum. Ara was simply the first that survived the serum but nobody knew who injected it with the serum or even how they found it. The first time it was seen was in Florida, Ocala national forest. August 15 2006 Naturally, we reported this to Mr. Osborn but he didn't care about its origins. What he cared about was that we had reached the next step of Human evolution. We performed tests on Ara and even talked with it. With time, everyone in the lab grew fond of it. Ara was the light of our little enclosed lab. Curt was building a machine to somehow communicate with her. I didn't have much time around it though. There has been some complications in the Russian research faction and me and my wife were sent to help out."_

Both were quiet when they saw that after that, there was nothing. The last status report was the fifteenth of august. Mere months before he turned 6. And undoubtedly, within the time frame of his fathers death. Peter growled, suddenly angry. MJ looked at him worriedly. "Th... That's it?" He somehow expected more. I mean c'mon! You find out something about your father and all it was were the tests he made at Oscorp? Aw hell nah! His anger dissipated once he felt MJ rubbing his back soothingly. "Well what did you expect?" He heard how cautiously she asked it. He shrugged. "I dunno, perhaps some clue to how he died. All I heard was that he died in a plane crash along side my mother. Don't you think that's kinda fishy? There were only a few casualties the day they died because they weren't on a public plane..."

"They were in a private one." MJ said slowly before realizing where exactly Peter was going with what he was saying. "Are you telling me that your parents plane was targeted? Peter that's... that's a strong assumption!" she said, her voice still quiet. Though the edge in which she said it showed that she was serious. He replied in kind. "Just think about it MJ! This report just proves it! They were sent to Russia via plane which made them vulnerable to any outside influence that knew about the planes coordinates. They were assassinated MJ, I'm sure of it. Please believe me on this!" MJ looked at him doubtfully before conceding to his points. "Ok, fine..." She held her hands up in resignation. "Lets say, I believe you..." He nodded. "What are we gonna do about it" Peter tried to think up of something but his mind was in a mess with what he just read. MJ pitied him a little and decided to help her friend out. She decided to think as well. Peter looked thankfully at her. She smiled a bit to calm him down. It didn't take that long till both were thinking carefully on what they should do.

MJ then looked at the screen. There was still something left if you scrolled down. She did just that and what they saw was a picture of Peters father shaking hands with someone. Both weren't looking at the camera, too busy staring at each others eyes. And that's when Mary Jane realized that this very feminine looking person, was Peters mother. She saw Peter looking at the picture in shock. "Peter... do you have something like this at home?" She asked him in a bit of shock. "N..No I don't. I'm just as shocked as you are" And they should be. The only pictures Peter had of his parents were mostly when they were at home and him as a little babe. This was the first picture where he saw his parents in a lab kit and not at home. Both soon got out of their shock and looked at the picture, scrutinizing it. The picture was made at a dimly lit hall. Both wore a lab coat, but only Richard was carrying something with him. It was a black file and his hands covered half of the words written on it but both knew that it probably was nothing important. Who would put the secrets of a file in a few words directly at the front page? "Wait.." MJ said. "Do you see that? At the top right corner. That door at the end of the hallway. You see those lines? Could be numbers right? Or a clue?" Peter looked at where MJ was pointing. He hummed in thought. "I don't know, but we know that it could mean something. The question is where exactly this picture was taken. I'm sure that Oscorp tower here in Manhattan doesn't have anything like this but maybe something outside New York." MJ looked at him confusedly. "So... what now?" MJ desperately wanted to know what they were doing next. "That file my father is holding may not be at Oscorp tower but we may find something that mentions it." She looked at him excited.

"Are you thinking what I'm thinking"

"Heh, probably. Wanna tell me?"

MJ grinned

"Infiltrate Oscorp"

XXXX

And that was chapter 2 of my Spider-man fanfiction.

I hope you all liked it and I wouldn't mind a comment or two. Tell me when there are a few mistakes and I'll do my best to correct them.

 _Word count 11085_


	3. Chapter 3: Origins part 2

A bit of info before we start the 3rd chapter of TIMR.

I'm not that~ all knowing about all the characters in marvel so that's one of the reasons why I'm asking if I should add the Inhumans or the runaways into this story?

Also, let me make some things clear. This fanfiction is written on wattpad and is published on as well as wattpad. So when I say "listen to the music above" then I'm talking to the readers on wattpad. Otherwise it's pretty normal I guess. Except when I mention a picture or something, then it's wattpad. Though i don't mind if you switch over or stay on FF since I do expect most of my views there.

And an answer to OriginalBatKing: Yes, I know that Gwen umm.. committed adultery with Norman F-in Osborn, but I'm referring to the characters in the spectacular series. This is a so called season three and more after all.

To calvin9871: I'm happy to know that you like the plot, sometimes I read it myself only to find some mistakes. Anyway, I'm happy to say that what I'll be doing with Gwen will be.. hmm, let's just say it'll be unorthodox.

To Man285: Just to make things official. Yes, Laura Kinney as well as various X-Men slash mutants will make their debut, albeit late into this story.

Speaking of Mutants, I do hope that you readers will like what I have in store for Psylocke and Jean Grey. What's her alias again? Marvel Girl?

I think Ms. Phoenix sounds cooler.

I opened up a poll btw. The question is who I should pair Peter with. I'm not really sure how it works but I'll leave it open for votes till later chapters or something. I really need to read the fine print. Either way, those who have started to vote, keep in mind that this is a permanent relationship, once you choose, I won't change it. I'll set up another vote later on because character interactionsin a story tend to switch the readers view on a specific pairing they like.Or don't like... Whatever.

On a side note, A lot of fanfic authors tend to portrait MJ as this Party Girl who's just sohate-able. I don't like it. Or those other stories where Black Cat is just a passing fling... though I must admit... they are like that in the comics. Especially that part with daredevil. Ugh.. that's so gross. If I was Spider-Man, I'd rather not be in contact with FFH (Felicia Fucking Hardy.)

Spider-Man has just so many passing flings I can't choose which one is perfect. MJ is a fairly good choice. Gwen too. I really like the thought of Silver Sable with the Spider. Felicia? Only when the story is hers to control. Kitty is just a big fan and lovable. I don't like how Spider-Man broke up with her. I'd never just end a relationship I consentedtoo. Speaking of which, it all falls back to Mary Jane. Proven by Mephisto that their love is "one of a kind."

I call that complete bull.

Everyone knows that the editor-in-chief felt the need to dissolve the marriage between peter and MJ just so they can make more money out of the spider-man comics for another decade or 3. A sort of restart of spider-mans life if you will. They couldn't have just capitalized on it could they? Like, time travel or something so that Peter could change the events of the civil war and go on from there with the story as a continuation and not a what if scenario. In a world with mutants, Inhumans, gods and parallel dimensions, time travel shouldn't be impossible... which it isn't.

OH! When I mention a "Poll on my profile page" then i'm talking to my viewers on FF.

One last thing. Some of you played or watched a gameplay of the new Spider-Man game right? No spoilers here but damn if their story gets any closer to mine then I'll sue them for copy rights haha. My story follows the same principle of what happens when crime lords are no more. The consequences of spider-mans actions and a way for him to correct it. From what I've seen in the trailers, the ending of that game ain't that what I have in mind for this fanfiction. Just to keep some readers from flaming at me for "stealing" the game's story.

Well that's all for now. Enjoy the chapter

"You cannot shake hands with a clenched fist"

IndiraGandhi

"So, we have a plan of action but how exactly are we going to infiltrate it exactly? Oscorp is not a multi-million dollar company for shits and giggles. It's bound to have some air tight security right?"

"Yeah you're right MJ." The many visits he made at the penthouse located at the towers top floor came to mind. And with those memories came the fact that he saw how tight the security really was.

"As for what we're going to do? I believe I have an idea, but it'll take time and resources." He said facing the computer, looking for files they conveniently had for this operation. Peter then turned to face her, only to sweat-drop when he saw MJ's sparkling eyes.

"I really am sorry to say this but... isn't this exciting?!? We're like two friends trying to find out secrets deeply buried in the past!" She giggled excitedly. He tried to fight off the growing sweat drop but MJ was just too much. "It's fine MJ. You do have a point though. My only concern now is if you can manage a bit..." Peter paused, looking a bit thoughtful. "... scratch a bit.. expect a lot of danger" He warned the redhead.

"Tiger~ do you really think I would chicken out of this? This could be my big break! Why do you think I chose journalism instead of acting or even modelling?"

Ok that surprised him a bit... ok not really as he could certainly see why she would try out being an actress. MJ was practically made for the job. Now that he thinks about it. Why didn't she? Yeah... that's a question he wants answered.

"So why don't you?" MJ paused in her tracks. As if possessed, MJ, ever so slowly, faced Peter with a grimace. "Tiger, do you know what female actors and models do for a living?" Peter grimaced when he thought about it. MJ saw his grimace and smiled a bit.

"They show skin, kiss strangers or co-workers they got to know for a bit. Nude scenes, nude pics.. hell, even sex scenes. I may be known as a party girl to most but..." Peter nodded. MJ obviously didn't want to elaborate further than that. He was sure that every Actor and Actresses worth their job could act professionally if need be. It seems that there are some who are truly terrified of the job even if the pros outweighs the cons. Honestly, it's just a matter of perspective.

Peter was a bit relieved to hear it though. It looks like she did end up surprising him every chance she gets. Amazing woman.

"Besides, why would I make fake thriller scenes for some 3rd rate movie when I can just have the real thing as a journalist and reporter? Seems like a better choice to me, especially in the city we live in. More fun, or should I say thrilling that way." Peter had to chuckle at that.

"Well at least you have fun MJ. "

"Oh I intend too. Maybe I'll even keep you as my personal photographer mhm~ how about it? Interested?"

"Very"

Both of them couldn't help the sudden fit of laughter coming from deep within their stomach. For MJ, this was one of her favorite past times. Moments like these were something she cherished. And it always seem to happen around her neighbor. Mary Jane shook her head. 'No. I.. I can't. He's supposed to be with her.' But when she thought about it, Gwen Stacy didn't go for it. Sooo~ all's fair in love and war right? right?

"Anyways, come over here for a bit MJ and check it out." Peter called her out of her stupor and gestured to the laptop in front of him. "Ok ok, no need to rush tiger~" She humored Peter and checked out what was on the screen, half expecting some kind of chemical compound.

"Tiger, what is this" Peter looked incredibly smug at that moment. "These are blue prints of Oscorp tower and the positions of each camera in each and every floor" MJ looked at the pictures in shock. "This makes it easier for us right? The only problem now is bypassing security guards and the cameras"

Peter smirked at her. "Don't worry about that MJ, I actually got something to help us with both of those problems. I'll show you some time." MJ looked interested. "Make sure that you do. I don't like being kept in the dark.

If only she knew.

Peter smiled nervously at her. "Well the only problem we have now is finding where exactly we need to go. We need to somehow find some kind of... I dunno, archive perhaps." MJ nodded in agreement. She then had a brilliant thought. It was the single most craziest thing she had ever thought of in her sixteen years of life... well, maybe except for dating a potential super-villain but who's counting?

"You said that you could help the two of us somehow bypass security right?" MJ asked peter, looking at him with a prototype Black Cat smile that made his heart beat a few digits faster. Till this day, Peter didn't know who was hotter. The redheaded devil, or the mischievous Cat. Peter shook his head to keep the blood from rushing to his head. "Yeah, why you asking?"

MJ smiled, ignoring his question in favor of another question. "How far can we bypass security? Say~ 12 floors?" Peter narrowed his eyes at her. "Better, We can pretty much bypass any security as long as it doesn't sense body temperature, we'll be like ghosts." MJ smirked. This was so much better than what she hoped for.

"Why 12 floors exactly?"

"You don't know? Apparently, Gweny is working there as a Lab assistant"

"Really? I didn't know. But what does she have to do with..."

"MJ... no. You can't do this!"

"Fufufu... OH yes I can! We will spy on the little minx and see what she's up too. Perhaps even find out all her dirty little secrets"

"That's an invasion of privacy! MJ what is wrong with you!?"

"Oh don't be a party pooper tiger~. C'mon, you know you want too"

"No I don't"

"C'mon~~~"

"Nope I can't hear you, lalalala, still can't hear you!"

"Please tiger~, you wouldn't want me to give you the puppy dog eyes right?"

"You wouldn't..."

"I can't believe you did it."

"hihi, so? You in?"

"Fine, but you have to keep it a secret from both of them"

"Look at who you're talking too! I'm the queen of poker faces! She won't even suspect a thing"

"I solemnly swear, I am up to no good" peter said as a makeshift prayer

"... Mischief managed~~" MJ purred.

"You speak as if it already happened"

"Oh it will! Just you wait tiger"

"Just don't look at Gwen in the eyes when she's happy."

"Why?"

"Just don't..."

"Fine. But I'll assure you. It'll be as easy~ as...'

XXX

'...PIE!!!'

'I can't believe I looked her in the eye! That's it! Note to self: Never doubt Tiger for a second' Mary Jane thought gloomily as she looked at Gwen who was happily munching on a pie she bought at a Cafe near midtown.

As for Gwen, she was just happy that her friend was talking to her again. It had been a long time since MJ talked with her or when they did, she'd call her Gwen instead of the usual 'Girlfriend' or 'Gweny'. She really missed talking with MJ so when the same girl who avoided her went up to her and asked her to hang out, then of course she'd be happy. And that happiness was painfully projected through her eyes that were framed by her glasses. Eyes that were just so cute that MJ felt really guilty for trying to spy on the girl.

Damn her innocence.

"So, what did you want to talk about?" Asked Gwen sweetly. She was practically swaying on her seat, just happy to be talking with her friend again. MJ flinched. This was harder than she thought. Here she was, planning to infiltrate the girls boyfriends company with said girls true love. Man what an earful.

"Well, I just want to... you know... catch up with you and all. We haven't really talked that much this school year and we're seniors now. You and Peter are sure to enter some high class University and some of us are off to Work! We have to do something before we leave our prime"

Gwen's eyes looked downcast once she mentioned Peter but she quickly recovered once she heard about what MJ wanted to do. "That would be nice. You can count me in, just don't expect me to dance and fool around atsome club." MJ smiled.

"Moi? Never" Gwen smiled at her, not believing her for a moment. MJ pouted at her once she saw her condescending smirk. "So, how are you? Any updates? what about Harry?" MJ asked, quite interested in what she had to say.

"I'm doing fine all things considered. There isn't really anything to talk about or at least, nothing worth mentioning. As for me and Harry. I guess it's ok" MJ raised a delicate eyebrow. "Ok? That's not an answer of a dedicated girlfriend you know?" Gwen visibly flinched.

Yeah she knew that her relationship with Harry was shaky at best but what can she do? Without her, Harry would go back to drugs just to keep himself occupied from other wise, dark thoughts.

"Yeah I know." Gwen seemed to be in an inner conflict, trying really hard to just find the correct words to explain her relationship with harry. MJ saw this and decided to say something she wasn't really sure she even wanted to say.

"Listen, everything's fine girlfriend. Peter still loves you..." MJ rubbed her left arm when she said this nervously. "Really?" Gwen's big doe like eyes which shone in infuriating innocence felt like a stab to Mary-Jane's heart. They shone in a brilliant blue that you won't find in the next 1000 blondes you see.

Truly a sight to behold.

"Yes! He really does. All this time he's waiting for you girlfriend! Seriously! He won't even watch porn!" MJ had a quick laugh at this, attempting to further convince the girl. She slowly came to a stop when she saw that Gwen wasn't laughing along. In fact, Gwen's face was shadowed by the strands of hair that fell over her eye.

"Gwen? Everything alright?" MJ asked cautiously. Yes Gwen does stay quiet most of the time but this time... it seemed more serious than her usual self. "So you were in his room?" Gwen said in a dangerously low tone. MJ laughed nervously. "Did I say that I was in his room? The answer is no. I never was in his room hehe..." Gwen pushed up her glasses with her ring- and middle finger. A universal sign that they mean business. "Oh~? I wonder where you got access to his computer then?"

'Crap! Crap! Crap! This is not good! Not good at all! I can't just tell her about Peter's lab. He'd chew me out the moment he finds out that I told his childhood sweetheart...' MJ then looked at her, as if to seize her up.

'No doubt about it. She'll instantly tell her boyfriend. Damn goody two-shoes!'

MJ sighed in frustration. "Yes I was in his room" She admitted the lie. Gwen gasped, not quite believing it. "B..But Why?? Peter never allowed me to enter his room back when we met. And he doesn't even know you that well! But he still let you enter his room in the year he met you!?" She said accusingly. "Do you wanna know something MJ?" the redheaded girl nodded cautiously, not quite sure if she wanted to hear what her friend had to say.

"... It took me two and a half years of constant pestering to finally be allowed to enter his room and... and.. and you manage it in six months?!?!?" MJ winced. "Actually, it was 8 months"

Gwen gave her a dirty glare.

MJ gulped at the sight. It wasn't her infamous "Look", but it was damn close.

The silence that followed was palpable and tense. Onlookers weren't quite sure of what to do. Some wanted to come over and help but a quick glare from both girls quickly changed their minds.

"Never mind. If peter likes you enough to allow you into his room then I guess there's nothing I can do about it."

'and here she goes again' thought MJ. In an overly predictable action, Gwen once again proves exactly why she's a goody two shoes. Instead of blaming and harping on her, Gwen shows a mature reaction and gives herself the blame.

Even if it is true, MJ didn't like seeing her this way but couldn't think of anything else to say. She could only think of two ways out of this.

1: Tell her a lie and break her heart into smithereens in the process.

Or

2: Don't say anything and leave her to her depression.

'AHH!!?! What should I do what should I do what should I do???' she thought frantically, though she kept her face devoid of any emotion. There were no two ways about it. Either she breaks her heart now or she breaks her heart in the process.

Exactly how option one could go, she wasn't sure of as well. Any lie she thought of had so many holes Gwen could exploit, it wasn't even funny. The only lie she thought of where she knew Gwen in her fragile state wouldn't question was..

MJ shook her head mentally. 'No no and no... I can't do that to her.. or Peter. Especially Peter. But I don't have any options left.' With that last thought, MJ steeled herself for what she was about to do.

'Forgive me Pete' she thought with comical tears going down her face.

"Gwen..." she started off cautiously. She continued after she got her attention. "I'm sorry to say this but... I lied"

Gwen looked at her confused. "What? What do you mean?" MJ bit her lip.

"please don't overreact but..." She leaned over and gestured for Gwen to do the same. She cupped her mouth and whispered in her ear, and then...

XXX

"YOU WHAT!?"

"I'M SORRY! Please don't be mad?"

Peter groaned hard at his friend. He did not expect this at all. While he was still in a daze, Mary-Jane was looking at him in wide eyed fear. Peter didn't realize it, but for a second, MJ saw something truly terrifying.

You do not get to see an angry Peter Parker and be on your way as if nothing happened. MJ learned the hard way that the quietest seem to be the scariest.

"MJ, if you could just... umm... repeat what you just said. I don't think I heard you correctly"

MJ gave a soft whimper and seemed to further sink in herself. Peter sighed at her, knowing how, despite her dislike for the job, she did like acting itself.

"C'mon MJ, stay serious for a moment" he coaxed. MJ pouted on her love seat. "Why don't you ever let me have my fun? I was having a blast playing the unfaithful-masochist lover"

Peter sputtered at that. "Mary-Jane! Seriously!"

"Alright fine! I told Gwen that we are dating and that I'm getting cozy in your bed. There, happy now?"

"So I wasn't hearing things."

"No, you weren't."

Peter rubbed the bridge of his nose, obviously trying to rid himself of the sudden headache. "And why exactly did you say that?" Peter asked cautiously. "I couldn't help it! I made an honest to goodness mistake ok? I didn't know she would make a big deal out of it." She protested.

Peter gave her a blank look. Which she returned with a conflicted blush on her face.

"Well.. What's done is done, no ways around it." Peter sighed but continued to stare at her. "That being said, how do you expect me to act towards you in school?" MJ looked stunned at the question. Peter would've laughed if it hadn't been for the fact that this is no laughing matter.

Either way, the growing smile on MJ's face didn't look that reassuring at all.

"I've got just the idea" she said mischievously.

XXX

"Are you for real? Faking a relationship with each other? I can't believe I even consented to this idea" Peter whispered harshly to the girl holding his hand, his tone turning into exasperation towards the end. Peter and his not-girlfriend were currently holding hands and were the object of attention in the place where all gossips start.

The schools corridors.

MJ just gave him a beaming smile and whispered seductively into his ear. It gave the illusion that she was licking his earlobe. Many students either fainted, turned away or even stuck around to watch the free show. "Come now tiger~, you want to infiltrate Oscorp now do you?" Peter just gave a nod which made MJ smile like a Cheshire cat.

Most thought Peter just consented to whatever she whispered into his ear. And most of those ideas weren't exactly... Innocent.

"This is a perfect way for us to train in misdirection and escape plans!" she said... though Peter thought her excitement wasn't really needed. He was just about to say something when she suddenly kissed him.

Peter was... Oh he was freaking out alright but he still closed his eyes to follow her lead when she pinched him. 'Damn redhead' Peter thought. It was always the redheads...

He then opened his eyes and saw something that made his heart sink into the pit of his stomach.

Gwen was there, looking at them with wide eyes.

Peter was about to disengage from the kiss but MJ stubbornly held him close by wrapping her arms around him. Peter was far to shocked to do anything other than hold her by the waist.

When MJ finally stopped kissing him, Peter quickly shoved her gently to the side to see if Gwen was still there.

She was not.

He then turned around and glared at the redhead. "What the hell MJ! Why did you do that??" He damn near shouted. The Watson girl didn't even flinch. She already expected him to blow up on her. And she had the perfect counter.

"Imagine her being a guard at Oscorp and they were searching for us specifically. Where is the guard now? In fact... Where are the rest??" MJ said seriously. Peter just gave her a confused look until he realized what she just said. MJ smirked when she saw that he understood what she meant.

"Public displays of affection makes people very uncomfortable. No guard would ever look at us when we're eating each other's bush as if it was our last day on earth" She smirked when she saw him blush.

"I'm not amused."

"Oh quit pouting you big baby. I know you liked it. The best kiss you ever received was with a redheaded diva after all" MJ looked at him with a smirk... Which then turned into a frown when she saw his face. That wasn't a face a guy would make when they get teased about their best kiss. Not at all.

"So I.. I wasn't the best?" she cursed herself for stuttering and for sounding so vulnerable. She knew why she felt sad when his face practically admitted that she wasn't his best kiss. And she also knew she shouldn't be acting like a hypocrite but she'd be damned if it didn't hurt. Fake relationship or not, that was the single most hottest kiss she ever got. It really hurt knowing that the guy you liked already kissed someone else that was better than you. But it couldn't possibly be better than what she just gave him right? 'I mean, yeah he kissed liz on the cheek pretty often but I never saw him kiss her anywhere more... sensual... right?! She thought with a frown. 'Was it Gwen? Ugh, I can't imagine her of all people, giving someone a hot kiss.'

"No.. I already got the best kiss of my life. It was amazing" Peter admitted it to himself. That was a low blow. But that was the consequence for kissing him out of the blue with Gwen watching. Call it payback if you will but one thing MJ realized was that Peter finally grew a backbone and wouldn't just let someone do something to him willy nilly without some kind of retribution.

Mary-Jane grabbed her left arm and rubbed it awkwardly. Peter sighed at this but quickly led them to their next class.

"Just don't do it in front of Gwen anymore. I really don't want to break any more hearts than I already did."

MJ bit her lips at the admission. She knew he was talking about Liz, anyone who had half a mind would realize it too. He was extremely guilty for dumping her and it showed. MJ just gave a silent "ok" in acceptance to his terms.

'Stupid... Stupid stupid stupid I'm so fucking stupid!!' MJ raged in her mind. 'He's hers.. I have no right... Especially when I encouraged them both... But.. But it wasn't my fault Gwen decided to stay with Harry!!'

She would've brooded further in silence if not for the sudden warmth she felt in her hand...

It was holding Peters.

"Don't be like that MJ. I.. I'm over her, so don't feel bad for Gwen. This was her choice" She looked up to him in wonder, flushing a bit at the intensity in his eyes. "Are.. are you sure?" She asked him demurely, her eyes focusing on anything but not his. She was afraid that if she looked, all she would see was a big fat lie that he only said to comfort her. "I'd be a real pushover if I just let Gwen, or any girl really, to just shove me aside like that. That's not something another girl would like... provided, I do get another girl" MJ widened her eyes at the admission.

She whipped her neck back towards his face, complete with a wide eyed expression. "Don't worry Pete, I'm sure...I'm definitely sure that there's someone out there for you!" She told him. Like a fiery Goddess stating a fact. And that amazed Peter to no end. He smiled as he looked at her and gripped her hands just a bit tighter in his. 'Warm' He thought. "Thanks MJ. I'm glad..." He looked away, not sure if he could face her properly. 'It's been so long since anyone actually took my side.'Peter Parker had no time because of Spider-man and it seemed like the whole world was against Spider-man. To hear that someone was encouraging him was a nice change of pace. He then turned around and walked towards their classroom.

MJ just looked at there intertwined hands... and smiled. 'He changed...' a flash of Mark's face made its way into her mind. She then shook her head.There was hope yet. And she dare not waste it. So with a hidden smile, she quickly stepped to his side and walked comfortably beside her friend.

'...In a good way'

XXX

"Sir, I find it extremely prudent if you would just take a look at the files I sent you"

"How many times did we have this conversation? Can't you see I'm busy? There are sister companies that need checking and I can't just watch some YouTube video from some no name publisher and his questionable hobbies so no Jarvis, I can't take a look at your file!"

"We had had this conversation 8 times now Mr. Stark. And if you call making... 'goo goo faces towards your secretary' being busy then I fear for your company."

Tony sputtered incomprehensibly at this. "I did not make goo goo faces at my secretary!" He screamed. He was the CEO of the company his father left him and unknown to most, was also its lethal protector going by the name...

"Are you sure sir? I believe I have a video of you doing just that." And with that statement, Jarvis unleashed the video of embarrassment to Tony's growing horror. He quickly made his way over a computer and attempted to delete it. All of which were intercepted by his one and only Artificial Intelligence. He quickly became frustrated when every time he managed to delete a video, a new one would pop out. It came out quicker than he could delete it. He would delete one but two more would take its place. It went on like this until it was impossible to keep up. Out of frustration, Tony quickly gave up and decided to humor his AI.

"What was that again? A video you say?"

"I promise to delete everything after you watch it sir. Yes even the masturbation videos" Tony's eyes widened at this. He made sure that there were no cameras in his room. He even double checked!

"How!? How did you get those? I made sure that there were no cameras in the room!" He asked desperately.

"There aren't any videos sire."

"So then how... aaAhHHH!"

"It seems you came upon a startling realization"

"Just..just show me the video and destroy everything afterwards."

And with a pleased "As you wish" from the AI, Jarvis proceeded to just open the file himself and started the video immediately. "So, what do we have here?" In the video, the only thing Tony saw was a spider. It was relatively old judging by the screen of an old computer he could see behind the enclosure the spider found itself in. The enclosure itself was placed in between two men who were wearing lab coats. He didn't know who they were because their backs were turned away from the camera. It seemed like they were talking to each other but he couldn't hear what they were saying because of some background noise. It was a video made by an amateur even by the standards of that time.

"Jarvis? Where exactly did you find this?" It was pretty clear that this was no simple YouTube video. It was more... complex and... real. "I didn't find it sir. It was sent to you in the most inconspicuous way."

"Do we know who sent it?"

"Unfortunately, the sender was able to intercept further prodding. Once this video ends, it will delete itself as well as anything it touches. I advise you to pay attention Mr. Stark. I won't be able to copy it, much less 'see' it." Tony just nodded slightly and inched a bit closer to the screen, interested in what it has to offer. He also took the next blank piece of paper and pen he could find to write anything of value.

The video was still going and the camera was very unsteady. 'Mhm... This could only mean that someone is handling the camera by themselves. Better sketch this.' From what he could see, the main focus of this video was the spider in the middle. It wasn't like any other spider he had ever seen as well. It had a mixture of red and blues as well as whites and blacks, it was colorful to say the least. It had a red main body and abdomen. The abdomen also had a black center. Its legs were black that switches over to blue towards the ends. The spider itself was just standing there, being as unseemingly as it possibly could. One thing was for sure, he won't take his eyes off of this spider anytime soon.

He perked up when the man on the left suddenly stood up and left the cameras viewpoint, he noticed that the camera didn't follow the man but rather... still remained its focus on the spider. Tony wasn't exactly sure what was gonna happen but he made sure to be prepared to note anything down. At last the man returned, but this time with some kind of miniature device on his person. He gave it to the man on his left to which the man on the right then proceeded to open the lid that contained the spider. Tony half expected it to bolt but it didn't. 'Huh.. well what do you know. A docile little thing I see.' He thought in wonder. He then narrowed his eyes when he noticed something off about the man on the right, but before he could even ponder about it, the man on the left sprang into action.

He reached into the container, device in hand and did something which left Tony agape for a bit. The man attached it to the spiders head! It looked quite comical now that he looked at it. The damn movements of the camera though! 'They couldn't have gotten a professional or at least someone better qualified could they?' It was clear that Tony was getting frustrated at the person who was making the video. But the growing excitement he could see from the scientists seemed to have settled down. The two lead scientists he assumed, looked as if they were just reprimanded by someone who was behind the camera if not the camera man or woman themselves.

They then sat down and put their hands on the table. Not enough to obscure the view of the spider but enough to recognize their excitement. 'C'mon, give me something juicy. There's gotta be something interesting in here. Plus, this sender could also be somewhere hidden in this video.' Tony proceeded to edge the video on with his thoughts when suddenly, the monitor behind the spider lit up. Thoughtlessly, Tony hovered the pen above the paper.

And then it happened

XXX

"I'm sorry to say sir, but anything in regards to the flight tech is strictly forbidden and secured." A groan could be heard when the man said that. "Well what about Octavius' arms? I bet those could be reverse engineered to further improve the prosthetics division and prove useful towards humanity." Said a fairly young man. "I'm sorry..."

"WHAT!!" Screamed the young man from before as he slammed both hands on the table he and some men found themselves in, obviously infuriated by the constant negative answers given to him by the men around the table. "Just what. is. Wrong. This time!?" He demanded. Nobody wanted to speak, fear had settled into them when they realized who exactly they had just annoyed. Tentatively, a man on the right side of the table decided that someone had to speak up. If no one wanted to, then he'll do it for them.

"Harry..." He started but was silenced by the glare he was given by the boy to his immediate left. "That's Mr. Osborn. We aren't friends." He said in a fake pleasant tone. The now named Osborn only nodded when he saw the older mans resigned acceptance. "The people are already afraid of Octavius' tech as it is, deeming it the work of a madman. The fact that we, Oscorp, claimed possession of it didn't help stench the fear." The other men in the room nodded. One of them decided to speak up as well. His earlier fear lost once he saw a colleague speaking up for them. "In any case Mr.Osborn, it would do us well if you play the innocent for the media. To tell them that we are in the process of... disposing various villain tech."

"Oh~ how typical." Said Harry in exasperation. "When you don't need it, get rid of it. Such is Oscorp mentality. You aren't really gonna get rid of it will ya?" Nobody answered him and that was answer enough. Even they saw it in his smirk. "Well what else can we do to appease our collaborators? They want progress! And we must give." The others seemed to agree with him as well. "Yes and progress we will. We already gave you some of our ideas Harry. Why are you so against it?" Harry looked stunned at these men. "Are you idiots for real? The super soldier serum? Do you really believe that you can recreate the makings of captain America? In 6 months?" He asked in fake disbelief.

"Tch. If your father was still here then he would've pushed us to recreate that serum for the military!" Said a man in annoyance. Harry gritted his teeth at the audacity of this man. He was close to blowing up but then he forcefully calmed himself. "Oh I get it.." He started off with a playful tone. "A 17 year old boy..." He regarded each of the 8 men around the meeting table with a look. "4 billion dollar company... no seriously, I get it." He laughed.

"But my father is dead"

"This company is about to experience a fall out if, and only if we don't contribute in the span of 6 months." He paused once more, losing the frightening look on his face. "Don't worry your smaller pockets about it gentlemen. I already have a back up plan. Dismissed" The men all stood up and practically rushed out towards the hallways.

Harry sighed in his seat and was about to get up but the sudden appearance of a guard in the doorway made him stay put. He watched with interest as the man ran towards him once he saw where he was. The guard approached him and leaned towards his ear. Harry leaned closer to hear him better.

"The spiders were all killed sir. Floor 80, room 856. Project Araneae."

Harry widened his eyes. He first learned of them after inheriting his fathers company. He had big plans with them... like real big. How those so called genius scientists just forgot them still alludes the new CEO greatly.

It wasn't progressing, they said. It was a lost cause they said. 'tch, lost cause my ass. Are they really that dumb. There's living proof for gods sake!' Harry thought annoyed.

"How?"

"They were gassed sir. Most likely caused by an outside influence. By the looks of it, it was fairly recent. Not even 2 hours ago by our estimation."

Harry sighed. There goes that plan.

"Show me"

XXX

There isn't really a lot that she have come to regret over the course of her life. There truly wasn't one that she could think of. But now... it's like a waterfall flooding her with just that. Regrets. Regrets by regrets by another regret. She regretted not asking him out for the dance when she knew he was too shy to do so. She regretted not being able to 'man-up' as they like to say. She regretted many things now. But what she regretted the most... was not being able to do a damn difference.

Yes, She admitted it. Gwen Stacy was an idiot. 'And what an idiot I am.' She thought in sadness. She was currently laying on her bed, hugging her pillow to try and comfort herself.

Ugh who was she kidding. Gwen tossed and turned, trying to find some form of comfort but she just couldn't find it. She finally gave up after a few minutes. She huffed a bit in exhaustion, eyes puffy and red. 'When did my life become such a mess? Where did it go wrong?' She thought to herself in desperation. Everything has been going down hill ever since Norman's death and she didn't know how to fix it. Her! Midtown's best... or second best, whatever! Fact is, she was smart... so why couldn't she solve a problem like this?

It was then when she remembered a conversation she had with Peter. It was all in good fun back then but now... she scoffed. 'How Ironic. It seems that you are smarter than me after all Peter...' She sobbed. She remembered those times when they were kids, promising each other to go to school together. Junior high, High-school and then off to some University. It would've been the greatest adventure of all time. And she threw it all away and for what! That dunce of a billionaire?

Nothing he could offer was more valuable than the memories she made with Peter. Not his affections, not his promises, not his life and don't get her started on the money. Peter had always embodied what she wished for in a man. And that's when she realized with a gasp.

'I want to marry him!'

It all made sense. Deep down, she knew it in her heart that that was what she always wanted. And nothing else. 'If only I had enough courage to steal you away, to get another chance' She thought with a strangled sob. Yes if only she had the power to do what she always wanted to do. If only.

She curled up in her bed and proceeded to cry herself to sleep, trying and horribly failing to forget his lips on MJ's. It took a few hours but she finally managed to painfully fall asleep.

Never noticing the weird spider looking down on her in curiosity.

XXX

Peter was currently on his way home after picking up some groceries for his aunt May when he left his little lab. He already sent MJ home, who was whining about staying a bit longer to play. Peter sighed as he thought about MJ. Maybe he jumped the gun when he allowed her inside his lab and don't even get him started on the infiltration mission. Cause really...

'What was I thinking!?' He grabbed his head and ruffled his hair up bit, trying to rid himself of the sudden headache. He obviously managed to get her home... through a bribe..

Anyway~, onto more important matters, like him taking a detour towards hell's kitchen. He had wanted to try and see this new vigilante in town for a while now. But sadly no such luck.

time freeze*

"Well what do you know. Parker luck at it's finest. That being said, the chances of spotting a hero when you're searching for him is usually close to one to a thousand. Why? Let me put up an example." You can then see a chibi spider-man swinging on the various buildings of Manhattan. And guess what? "That's right. Nobody looks up"

unfreeze*

'Maybe I should just go back? I'm sure that Daredevil also has a life behind the mask. Peter scoffed a bit, already acknowledging that that was very unlike him to do so. 'What an arrogant name. Daredevil huh... Let's see if you have what it takes to survive in my world.' Nobody had ever done what he had. That being a vigilante and fighting crime. At 15! He doubted that there's someone out there that could possibly be more of a daredevil then he was.

Being the Spider-man is harder than most people think. He didn't have the backing of a company like that Iron dude, nor the support of the reborn war hero Captain America. To think that someone is out there, fighting crime in his home turf only. It made everything he ever stood for look like a joke! Like.. Like a peasant doing the dirty work. It made him sick.

He didn't like Daredevil... Not one bit. A hero fights injustice. This guy only fights for himself. He understood protecting ones home. That he could agree with him, but if he wanted to, he could just find out that mans secret identity yesterday. Spider-man patrolled all of New York. Not just to save more people, but also to protect his identity.

This way, everyone would think that he was not among them. At least, not make it as obvious as daredevil does.

In fact he already found critics against the man in various websites, talkshows and some news stations. Crime itself was slowly declining even now due to the criminals realizing how futile it was to go out once more and steal to their hearts content. The NYPD itself was constantly sending out men to patrol.

And the lingering fear of Spider-man was still in the air. For him it was like any other day, but for them it was like hell on earth! This wasn't quite what he wished for as the hero Spider-man.

But it was close enough.

The respect of the people. That was what he always wanted. Just a little thank you was enough. But alas he had to make due with the fear of the men in orange instead.

Comes with 'killing' the Green Goblin.

But before he could lose himself in his thoughts once more, Peter heard the sound of glass breaking in an alleyway. He knew it was a few ways away and he could thank his enhanced senses for that. Now while he knew that going in there was a bad idea... for most... he wasn't most. So he indulged himself in his curiousity and decided to investigate. He always wanted to play detective after all.

'What do they say again? Curiousity killed the cat?' Peter smirked to himself. 'Well they do have nine lives. So I guess they can enjoy themselves once in a while.'

Peter entered the narrow alleyway and proceeded to search for the origin of that sound. The various scratching sounds he could hear were a good sense of direction. He wondered what it could be. A thug? Some homeless dude? Well whatever it was, it's just around this corner.

Peter quickly rounded the corner and found...

A box?

Well there was a box alright. The top was slightly ajar but it covered enough of the contents inside. Peter crouched down infront of it and gave it a quick look over. The box would sometimes move as if something inside was squirming in discomfort. 'That'd explain the scratching sounds.' he thought. He then reached out with his hand and touched it. And what do you know. The squirming stopped.

'Mhm... Please don't be a lizard..' Peter continued this mantra in his head a few hundred times. He had seen enough lizards to last him a lifetime or two. So without further adieu, Peter opened the box in one go and braced himself for what he was about to see.

It could've been a rat, a lizard, some insects, hell, he half expected a baby. Anything was possible in New York but.

"Meow..."

And his reaction was to be expected. "D'aawwww~" Of all things, a black cat wasn't what he expected. It was a nice change of space though. And this was more than welcomed. Peter picked the kitten up and quickly found out that it was a female. Oh yes, the irony of it left much to be desired but he still laughed at it. "Aww aren't you just the cutest?" he giggled unashamedly. The meow she answered him with didn't help a single bit. So he cooed her with a joy he hadn't experienced since... well... ever. He continued to play with her for a bit before he was rudely interrupted by a dumb voice he could recognize anywhere.

It was the voice of dumb buggers who think they can rob a kid playing with a cat. A cat! Whoever said this was a good idea, please! Give the man a medal.

"Aww, ain't that cute. Look at'em boys hahaha. Mommy got the kid a pet." he sneered

Peter groaned as he turned around to face his would be muggers and held the kitten protectively to his chest while he was at it. They were a group of 7 in total and only one of them was well muscled. He gave them a fake nervous grin to make his act look more real. "Sup fellas. Can't we talk about this like normal civilized people?" he asked pointlessly.

"Hah!! Talk? Civilized? Tough luck kid but we're just here for the money. So if you could kindly give it up, then we'll think about not killing you where you stand." Peter couldn't believe the stupidity of some people. "Do I look like I'm made of cash or what? You'd have more luck robbing a bank than a teenager playing with a kitten. For gods sake! Stick to more liquid money would ya!" The men gave him stunned looks as if they couldn't comprehend the gal of this kid. The muscled man in the back suddenly laughed uproariously and walked forward, the men giving him space as he did so. "Haha, kids got spunk..." He gave him a feral grin. "... I like that."

It was quiet after he spoke. Peter didn't have anything to say so he waited till they either attacked or spoke up. Fortunately, it was the latter. "Look, kid..." The man said with a sigh. "...Just give us the money now would ya? Its been a bad pay day. You know how it is, judging by your clothes. Kids these days walk around in Gucci don't they?" Peter laughed at that. This wasn't like those times where he fought crime beneath a mask. His opponents usually scream bloody murder at him but when you give them a face... well he couldn't help but laugh. "Well~ not everyone does but I know what you mean. But what do you mean with a 'bad pay day'? Bad day at work I presume?"

"Nah~. Boss just too chicken to get out with the good stuff. Said its still to early or something" said one of the thugs. The leader seemed to agree with him on it. Peter though, narrowed his eyes at them. He wasn't quite sure who they were talking about but he had an inkling that he knew this 'Boss'. 'Now, how to find out without making it seem obvious.' He pondered. Right now, the thugs decided to talk, completely disregarding him as a threat.

"Your boss..." Peter started to gain there attention. "... he seems like a smart man. Guy probably afraid of the cops"

'Hook'

"The cops!? Dude, you don't have any idea of what's going on around here do you?" He asked with amusement clear in his voice. "We ain't afraid of measly cops! It's the other way around! They should be afraid of us!" What say you kid?" Peter grinned at them.

"I say.. you guys are idiots for not being afraid. Your boss got all the right ideas after all. Shame his underlings doesn't." He said mockingly

'Line'

They looked progressively murderous at the obvious slight to their intelligence. "Shut your trap kid! We know what we're doing. Hammerhead obviously got a few screws loose!" The man who said that suddenly got his ribs elbowed. "Yo man, what the heck was that for!?"

"You idiot! We weren't supposed to call him by name!"

Meanwhile, Peter was smirking in full blown cheek. 'And sinker.'

"Whatever! Thanks to you, we have to kill this kid!"

"Would you chill for a second! If you really don't want to kill then please... by all means, deal with him!"

"No can do pipsqueak. Boss said to kill anyone who knows his name."

While the thugs were arguing, Peter was musing about what he just learned whilst absentmindedly stroking the kittens fur. 'So these guys are Hammerheads goons I presume. Must be cheap and only used as canon fodder. Looks like even Hammerhead took a break.'

"Hey! Anyone see matchstick?" The thug that asked was answered with a shake of there head. Peter quickly realized that the leader of the group is suddenly gone. "Well whatever, probably went and took a drag. C'mon boys, i think we have some cleaning up to do." The others shrugged their shoulders and made there way towards the helpless teen. Peter just stood there and waited for them to come towards him.

They were about to strike when a sudden voice penetrated the silent alley. A very very familiar voice.

"Hey boys~ I don't think mugging a cutie out in the open is very smart."

Peter widened his eyes when he heard that extremely sultry voice. He couldn't.. hell he wouldn't forget that voice. "Who's there!!! Show yourself!" screamed a thug. His answer was a melodically monstrous laugh... well, melodic to him and monstrous to them. 'Tough luck' he guessed.

Time freeze*

"And yes, that was a bad luck joke" He grinned

Unfreeze*

"If I were you, I'd run away." She said playfully before she pounced.

It was a play of Shakespeare, Peter summarized. He remembered how she fought. She was always quick and effective. Her moves, her style... they all were practiced to perfection. No move was wasted but she still looked grandiose doing them. Side step, kick, duck uppercut, back flip, heel kick.

Like a play in Shakespeare's globe.

Before he knew it, all of his would be attackers were laying on the ground, knocked out cold. "You know... when I said 'you should run', I meant you too cutie pie." As always, her voice was as sultry as always. He quickly found himself speechless, not knowing what to say once he was face to face with her again. She hated him after all. But before she could speak up, both of them heard a soft mewl coming from his chest.

Peter quickly snapped himself out of the trance he found himself in and forced his gaze away from the Black Cat to look at the kitten in his arms. It helped him come to terms with a few things. 'That's right.. she hates Spider-man, not Peter Parker.' Peter took a deep breath before looking at her. 'Alright Pete, here goes nothing'

"Uhh h-hey. Thanks for saving me back there haha... could've been robbed." He chuckled nervously. She just gave him a smile and made her way towards him. "What's her name?" Peter coughed at that, slightly put off by the sudden question. "Oh.. uh. her? I don't have one yet." He almost yelped when she gave him an angry look. "W-What?" He asked nervously.

"Well listen here you. Now that you have taken it upon yourself to save this cute wonder of the world, you have to take responsibility!" he gave her a furious nod of acceptance and tried to think of a name for his new charge. He couldn't help but fear his Aunt's reaction to all of this. She'd either squeel and hug the life out of kitty or she'll make him send it to a vet or wherever you take unwanted kittens...

Who was he kidding she'll give her my room if she had any say in it.

Wait... "Responsi-what now." He thought he saw a blush on her face but it was gone as soon as he saw it. "Ahem... anyway, thought of a name yet?" He smiled when he heard the question.

"Why yes. I think I'll name her Pitch."

"Pitch?"

"Because she's pitch black. One day, this kitten will prove herself worthy of her name. Become something that corresponds with your name right?" He explained. He wasn't quite sure if Felicia liked it but he guessed she did. The smile on her face made it seem like she approved of it. "Well, don't look at me with that questioning gaze. Ask her if she likes it." Peter looked at the kitten in his arms. It might've took him a bit to do so, Felicia was already petting her after all.

"Hey there kitty. Do you like the name I chose for you? How about it Pitch? Wish to finally have a home?" He smiled when he heard her mewl in what seemed like happiness.

"That settles it. From now on, your name will be Pitch B. Parker. Welcome to the family!" He then lifted her up to his shoulder and let her rest on it. He didn't expect it to work so he held his hands close to her lithe little body to save her from a potential fall. Surprisingly she sat perfectly still on his broad shoulder. She gave out happy meows and slightly swatted his cheeks, wishing to play a bit.

"Parker!" He almost jumped at the sudden shout. He didn't really expect it for one. "Are you perhaps the Peter Parker, the one who takes pictures of.." She scowled as she looked away. "... Him." Peter nearly winced at her hostile tone, already expecting this much from her. But expecting and experiencing are two different things alltogether.

He accepted she might or even would hate him... that didn't mean that it hurt any less.

"Yeah, I am. It's not a big deal really. Spidey just calls and I'm there in a jiffy" he said as nonchalantly as possible, trying not to look suspicious. He wasn't ready for the sudden shoulder shake though. As well as the crazed look in her eye. "You can contact him!? Looks like my luck is still up there after all. Tell me where he is." surprisingly, the little kitten still held on to his shoulder, despite the shaking.

He almost deadpanned at her. 'Well... My luck is still down there thank you very much.'

"Woah woah... easy there miss.. Uh.. miss." He almost slapped himself. That was totally uncool and pathetic to boot. "I can't seem to contact him anymore." She glared at him, not believing him one bit. Peter quickly realized that a little lie won't make her believe his word. She was a world class thief. One doesn't survive in that business without knowing how to lie.

"B-Besides, what do you ecen want with him?" Felicia averted her eyes to the ground. Her wavy white locks, shadowing her eyes. "We.. have a bit of history together." she spat.

"Well I'm sorry to say this but... Spider-man is the one who's calling me, not the other way around"

"I don't believe you. There's gotta be something more! Something! Anything that you could possibly tell me..." her desperation rang warning bells in his head. And this wasn't his spider sense tingling.

"W-well, we do meet up on some rooftops to talk for a bit." This time, the Black Cat looked at him in disbelief. "He does that? How are you more special than the rest??" Peter was about to speak but closed his mouth in thought...

'This... this could help me mold our friendship back together' He realized with a start. 'I just gotta say the right thinks at the right time.'

"Even a hero like him needs a confidant right?" She almost snorted. "Him? Are you for real?" she asked him dubiously. She let go of his shoulders and turned her back towards him. "That man is nothing but a liar, a fraud!! Preaches all about responsibility and saving anyone he can. But then he goes and kills the goblin." she sneered. He was about to answer but she wasn't finished.

"It doesn't matter if he's evil incarnate. His blood is still on Spider-Man's hands. But instead of going to jail like he should have because of his oh so loved 'responsibility', he instead, decided to skip town and forget everything that ever happened." she heaved and huffed but eventually managed to calm down. "So tell me.. why would someone like that, need a confidant?"

Peter gave her a look she couldn't describe. Why was he looking at her like that? She wasn't sure, but none of that mattered. What mattered was his information.

"I remember now."

"Hah!?" She almost shook him again but he held his hands up as a sign of surrender.

"He once, talked about you" this seemed to calm her down. Disbelief etched onto her face. "He.. he talked about me?" Peter gave her a nod. Her face quickly turned serious as she held his shirt once more. "Explain!" she ordered. He complied with a nod. This was technically just a half lie but if this is what it takes to mellow her out a bit then so be it. Besides, a half lie is also a half truth, Peter reasoned.

"It was months ago so I can't really remember much of the conversation. What I do remember is how happy he was."

"Happy? He's always happy. What was so different back then?" Peter shook his head. "It'd take far to long to explain unless you have time to spare"

Felicia just stepped away and turned around for a second. He thought that she was done for the night and was about to speak up but he was suddenly grabbed by the waist and hauled up into the air. Peter already knew what she was up to so he took Pitch into his arms once more so she wouldn't fall.

It wasn't long before they were on a roof. Felicia sat at the edge of it and patted the seat beside her. He complied to her wishes. "Comfortable now right? Talk." Peter looked at the many buildings beneath him to try and think of what to say. In the end, he decided to come out with the truth.

Well... Half truth.

"When I first met Spider-Man, he seemed confused. He didn't know what to do and most of all, he looked down right horrible."

"So wait.. Don't tell me you saw his face!" she asked with wide eyes. Peter just laughed at her though.

"Haha gods above no! He wore a face mask and a hood back then. Can you imagine that? Spider-man with a hood."

That earned himself a giggle. 'Note to self: remove the hood'

"Anyway... Spider-man was in a dark place back then. I, by coincidence, managed to find and talk with him." Peter suddenly laughed a hollow laugh. "You should've seen him. Begging for forgiveness and constantly asking for ways to repay me..."

"Wait wait... Repay you? For what? That doesn't sound like Spider-man at all!" Peter wanted to tell her his story for all he was worth, but he just couldn't...

"That's not something I should tell strangers. It's his story, not mine. But ever since then, he fought against crime like a chivalrous knight. Always risking his life, pointlessly I should say. But that's just how he is I guess."

Felicia absentmindedly nodded at this.

"But then one day, he suddenly seemed... I dunno. Annoyed, happy, angry. It was a constant mix of emotions that I couldn't describe. He told me about how he met you. He turned dark a few weeks later but I dunno. What I do know is that you were responsible for what he felt afterwards. It was the first time I ever saw him happy. And not just act it. Truly happy. My guess is that it was because of you, Black Cat."

"He really did talk about me..." Peter calling her by her stage name just proved it.

"Yes.. he did. Sometimes, I was in the impression that he was in love or at least had a crush. It was funny to look at"

Felicia felt her heart skip a beat. She then, ruthlessly shook her head. This doesn't mean anything... Her goal was still the same. Find Spider-man and kill him.

'But can I?' Yes even she had morals... She was a thief... not a murderer. 'But he jailed my dad!' Though now that she thought about it, it seemed incredibly petty to just kill him for such a reason

But it hurt.

She so badly wanted for him to meet her dad and quite possibly get along. But in the end, he betrayed her. But it was just in his nature.

But he could've just looked away that once!

Just that once...

'AHHH!!! What do I do. Somebody.. please... Help me.' She silently sniffed.

'Spider~'

"I'm sorry.. I lied." she couldn't believe this guy... All that was a lie? Was it all a perfectly made up plan to make her weak? She almost took on a defensive stance but it proved useless.

"I know where you can meet him"

She widened her eyes, her expression a mixture of hope and anger.

"Where." She demanded.

Peter sighed and gave her the address to his lab. "The roof of this building by the end if this month. That's where you'll find him."

Felicia looked at ground, her hair shadowing her green orbs.

"Thank you." she whispered before taking her leave by swinging away, not to unlike spiderman. Peter gave her a moment to leave before thinking about the situation.

"I feel like a dick... Ok I'm never ever going to do that again jeez!!"

Peter sighed. 'I guess now it's Spider-man's turn to clean up this mess. I really hope I can make this right.'

'Cat.'

XXXX

And that's the end of chapter 3 folks. You like?

You don't now how long I've been planning this but make sure to look forward to chapter 4. We are still at the first arc, namely origins but to tell the truth: With the way thing are going. The conclusion to the first arc will only end after 3 acts. This will likely take more than 15 chapters and since I don't want to keep writing Origins part blsh blah blah, I decided to just ignore it entirely. Of course it will be there at the start of each arc

Word count 11000

Arrexu out!


End file.
